Ben 10: Unlimited
by chidoriprime
Summary: Ben Tennyson has lost everything. Now, in a new universe, he must decide: will he return to the role of a hero? Ben X Supergirl. Based off of sandman7734's story. APOPTED FROM THE INCREDIBLE MUFFIN.
1. Star-Crossed

Ben 10: Unlimited

Chapter 1: Star-Crossed

Ben Tennyson stared out at his hometown of Bellwood. He couldn't bring himself to even think. It was too painful. If he tried to think, the memories would come back. Memories of those he loved… and those he lost.

 _Mom, Dad, Grandpa, Gwen, Kevin, Julie,_ when Ben tried to picture their faces, all he could see were their broken, lifeless bodies. _Why did you have to die? Why did you have to leave me? And why couldn't I save you?_

Ben glanced down. He had been sitting on the roof of a building, he couldn't even remember where, five stories up. If he was in one of his alien forms, he would be able to survive a five-story fall without a problem. But now, he was a human. Humans were much more fragile. Ben slowly tipped himself forward. As his body lost its connection to the building, and began its swift descent to the street, Ben thought, _Don't worry, everyone. I'll see you all soon._ As the ground neared, Ben Tennyson saw a flash of blue light, and then saw nothing.

 **. . . .**

 **Metropolis**

Ben knew he wasn't dead. The dead don't feel pain, so that meant that he'd once again cheated death. Why was it that he couldn't die, but everyone that he cared about died? As Ben pulled himself off the ground, he took in his surroundings. He could tell that this wasn't Bellwood anymore. He would have remembered a building with a huge golden planet statue that towered high enough to be seen even in the alley he was in.

"Great," Ben muttered, "instead of killing myself, I wound up in who-knows-where." He began to make his way out of the alley, but he stopped at the sound of footsteps. He turned around to see several muscular men with bird wings coming out of their backs, and spears in their hands.

"Halt, human!" one of them shouted. "Show us your identification, or you will face punishment!" Ben's anger, which had been simmering until now, boiled forth.

"You want to know who I am?" Ben asked, raising the Ultimatrix, "I am…" he slammed down the dial, and the bird-men shielded their eyes from a green flash. "HEATBLAST!" a new voice shouted. The aliens' eyes widened as they saw a humanoid creature that appeared to be made of magma. Its forearms and hands were oversized, and its head was literally on fire. Heatblast raised his hands. "I'm also in the mood for fried chicken!" from his hands came a tornado of fire that blasted all of the aliens out of the alley and across the street. They hit the ground, smoldering and unconscious, but alive. Heatblast looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it were any indication. Feeling that he still needed to vent some anger, Heatblast lowered his hands toward the ground and shot a continuous stream of fire, launching himself into the air. He then focused flames out of his feet and rocketed towards the ship.

 **. . . .**

 **Thanagarian Prison Shuttle**

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of red sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was the Flash, the Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay the Martian Manhunter, the last son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that silence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded. A semi-charred Thanagarian fell to the ground a few seconds later. Inside the chamber strode Heatblast. He looked around at the brightly-clad people before him.

"From what I can tell," said Heatblast, "these chickens are the bad guys. Please tell me I'm right, because I'm in a bad mood, and I don't want to make it worse by finding out that I fried the wrong guys." He examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who live here."

Heatblast tilted his head. "Justice League? Seriously? Nobody thought that name was a little corny?"

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Heatblast stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a clear example of such. He punched the controls to the cell, and the force field lowered. "Don't move." He warned, raising his hands to grab the metal pillar. A section of it began to glow, and then melt away.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just untied me."

Heatblast shrugged and showed his large hands. "Sorry. These aren't really good for the dainty stuff." He turned around and began walking out of the cell, but he stopped and turned his head back to Diana. "By the way," he said, "I'm Heatblast. Who are you?"

Diana smiled. "People call me Wonder Woman." Heatblast had noticed her red, white and blue leotard and boots. Aside from that, a tiara, and silver bracelets, she didn't wear much else. Heatblast was glad that his face was already on fire, because otherwise he would probably be blushing at the sight of this beautiful woman.

Any further conversation was halted by the appearance of a dozen Thanagarian guards rushing through the remains of the door. "Get your friends out! I'll take care of this!" Heatblast rushed towards the guards, punching, kicking and blasting his way through, leaving unconscious and burned bird-men behind him. He kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Heatblast noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes. However, they were surprised by another group of guards attacking from behind. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Heatblast noticed a particularly rotund hawk-man carrying a very large cannon. Rather than risk one of his new-found allies getting hurt, he jumped in front of the Amazon, and slapped the Ultimatrix dial on his chest. Heroes and bird-men alike shielded their eyes from the green flash.

"CHROMASTONE!" shouted a new voice. In Heatblast's place stood a thin, cycloptic creature made of purple stone stood defiantly. His hands, forearms, horn and the spikes on his back were all made of pink crystal. "Come on, tubby!" ChromaStone taunted, "Hit me with your best shot!"

Gritting his teeth, the Thanagarian fired his cannon. ChromaStone stood calmly, not moving an inch. Instead of exploding, like everyone expected, the energy blast was absorbed into his body! "My turn." ChromaStone raised his hands, and a rainbow-colored wave of energy coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatal. As it happened, ChromaStone had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. ChromaStone used a much weaker blast to knock out the remaining Thanagarians, then turned to the League. "Anyone who can fly, grab someone who can't!"

Superman flew through first, carrying Batman; he was followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to ChromaStone. "What about you?" she cried.

ChromaStone grinned at her. "Don't worry," he said, "I've got it covered." He slapped the Ultimatrix dial again, and was obscured by another green flash; in his place stood a red manta-like creature. "JET RAY!" he shouted, then flew past Wonder Woman in a blur. "Let's get out of here!"

Flash looked up at the princess holding him. "You know, it's possible, and I could be wrong here, but it's possible that that guy is on our side."

 **. . . .**

 **Metropolis: Street Level**

The Justice League and Jet Ray had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take his anger out on something, Jet Ray transformed into Big Chill and went outside. As the League caught its breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn J'onnz. "Did either of you get anything from that guy? Is he really here to help us?"

J'onn shook his head. "I did not enter his mind, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would he be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain and despair; whatever happened to him was terrible, and it nearly broke him."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling to land in the middle of the group.

In an eerie whisper of a voice, Big Chill spoke up. "That should take care of any trouble for a while. What's next?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust me," Big Chill said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the blue alien could reply, a booming voice could be heard from outside.

" _THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM… WILL BE SUMMARILY PUNISHED."_

Big Chill glanced at Flash. "Optimism, huh?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How exactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at him in confusion.

"Seriously? No Shag Carpeting on this planet?" The teen hero slapped his forehead. "Great, just great."

"He is right." J'onn said, drawing the others' attention away from their new ally as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about him?"

The speedster jerked his thumb in Big Chill's direction. The blue alien narrowed his eyes dangerously.

"True. You _definitely_ can't trust the guy who pulled your sorry butts out of a prison ship. That would be _stupid_." He snarled the last few words, his patience already at its limit considering he would rather be dead than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that he was completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, I didn't _ask_ to be here," Big Chill said in a cold voice. "I didn't _ask_ to play the damn hero again, _especially_ after the _hell_ that I went through. I'll help you take your world back, since saving Earth is already a damn _hobby_ of mine. But after that..."

The mothman trailed off, letting the others decipher his intentions with their own imaginations. "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest and tapped it. In a flash of green light, the mothman was replaced by a young human man wearing jeans, a black shirt, and a green jacket with a 10 emblazoned on the left side.

"I'm Ben Tennyson," the kid said, a notable lack of emotion in his voice.

The others were stunned.

"A _kid_?" Lantern asked in complete disbelief. "You're telling me a _kid_ had to rescue us from the Thanagarians? We must be doing worse than I thought!"

"I'm eighteen, tough guy. And I've been saving the world since I was ten."

More stunned silence ensued.

"Since you were ten?" Superman questioned, raising an eyebrow.

Ben nodded and held up his left wrist. "An alien device, the Omnitrix, was ejected from a ship in orbit to keep it safe from an intergalactic warlord. It landed in front of me, and I used it over my entire summer vacation to be a superhero. Then I got this new version, called the Ultimatrix, and started using that instead. That's the long and short of it."

"And you've had this device for eight years?" Diana asked.

Ben frowned. "Look, how about we go over my history _after_ we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing black hair and piercing eyes. Ben paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn," the billionaire explained.

Ben glanced over at Flash and smirked. "Wally? Really?"

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt and jeans while tying up her hair in a long ponytail, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Ben stuck with his normal attire.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They expect seven of us," John strategized. "Who takes the kid?"

Ben gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana and Ben. We can pose as a family out on the town."

Bruce then began to walk away, wielder of the Omnitrix and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Ben walked alongside him, an empty gaze facing forward as the teen spoke in a cool voice. "I'll pretend we're a family if I have to. But I am _not_ calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage flowing from the young man, so much so that it was almost painful. Then she realized something frightening.

He was fully prepared to turn that pain and fury on the Thanagarians, and he had the power to act on those feelings.

 **. . . .**

 **Above the Gobi Desert**

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weaknesses, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of a mysterious creature that seemed to be made of fire and rock. A creature that managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers before transforming into some silicon-like being that fired energy blasts and took down an entire prison ship.

Shayera had no idea what this being was, or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult. The creature was a wildcard; if it was able to transform between those two different forms, what else could it become? How dangerous was it?

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion.

"Be aware that the Justice League has escaped, due to the interference of a strange, shapeshifting being," Talak warned. "Stand ready for an attack."

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let _nothing_ delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned earlier on in the conversation between Talak and Paran.

"Humans as slave labor?" she questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed showed as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened. Hyperspace bypass? This wasn't what he told the human race!

"Bypass?" she asked, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera paused as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tactics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and space stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypasses will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortunately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

 **. . . .**

 **Outskirts of Metropolis**

As Ben, Bruce and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about Ben. Bruce was thinking about the ramifications that Ben's power might have on the world, while Diana was more concerned with Ben's state of mind. She wanted to ease the young man's pain; maybe she could get him to talk about himself a little more. At the very least, she would learn a little more about him.

"Ben?" the teen looked up at the princess, the same neutral expression on his face.

"Yeah?"

"I was wondering if you could tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside you better."

Ben shrugged. He didn't see the harm in telling the League his capabilities. It wasn't like he planned on continuing his superhero career after this mission. "Super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy absorbing and redirecting; the list goes on." he gave a small smile. "It's really a question of what powers I don't have."

Both of the older heroes were shocked. If what he said was true, then Ben had more power than the entire League. Ben looked up at Bruce.

"So, are you the only one without any powers?" That had actually made Ben kind of curious. All of these people were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for you?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another. Probably half of my wins came down to me having to figure things out on my own, or just dumb luck."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you? Someone of your power should have been seen before, especially if you've been doing this since you were ten."

Ben only shrugged. "Probably because I'm not from this universe."

Both Bruce and Diana froze. Well, _that_ was certainly unexpected.

Ben continued. "And before you ask how I know I'm from another universe, there's no Justice League where I come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that I've wound up in another universe."

Bruce nodded, then gestured to Diana that they needed to keep moving. They would decide on how to proceed regarding Ben later, provided they survived the Thanagarians.

 **. . . .**

 **Gotham City: Wayne Manor**

Bruce, Diana and Ben were the first to arrive at the stately Wayne Manor. Ben had been impressed by the mansion, which made him wonder why no one had ever offered _him_ a mansion. After all, he'd saved his entire universe on more than one occasion. As they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Ben gratefully accepted. He hadn't eaten anything in nearly 24 hours.

After that, Bruce led them to a grandfather clock, which opened up to a tunnel. At the other side was an enormous cavern. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce had a small smirk on his face as he watched Ben's expression go from emotionless and neutral to astonished and interested. Bruce put on a hand on the young man's shoulder.

"Welcome to the Batcave."

 **. . . .**

 **Several Hours Later...**

After waiting impatiently, the last two members of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Ben decided that he liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were just speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Wonder Woman, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their technology, maybe one of my brainy aliens could figure it out." The League turned to look at Ben, who shrugged. "I have hyper-intelligent transformations, so sue me."

"I can tell you what it is."

The seven heroes turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, a bright green light flashed.

"FOURARMS!" an eight-foot tall, red creature jumped over their heads and grabbed the traitorous Leaguer. Two of his muscular arms grabbed her own, while his other two wrapped powerful hands around her throat.

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Fourarms with a pleading look in her eye. He let go of her throat first, but before he let go completely, he growled to her. "Make a wrong move, and I rip your wings off and make you eat them." Then he let her go.

Shayera stared at him for a moment, then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." She approached Bruce and handed over what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from her, he said, "There's the door." Wonder Woman, Flash, Superman and the Martian all walked past without making eye contact with the Thanagarian. Fourarms stayed where he was, not trusting the alien to not stab his friends in the back any more than she already had. Then he blinked. When had he decided that these people were his friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did he trust these people enough to call them his friends? Maybe he was just reaching out for friends after his loss.

Fourarms was so lost in thought that he didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Ben returned to normal.

"She didn't propose to you or something, did she?"

John shot him a mild glare, then slipped the ring onto his right hand. A green glow surrounded his body, and then he began to levitate off the ground.

"Okay, that's pretty cool." Ben admitted.

The two heroes joined the others, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Superman, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, a bright green flash went out, and a squeaky voice shouted, "GREY MATTER!"

A six-inch tall, gray alien with a bulbous head clambered onto the arm of Batman's chair, then leapt to the keyboard. He jumped from key to key, as familiar with the technology as if he'd been using that computer for years.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping it active via broadcast signal, most likely on board the command ship." Grey Matter hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. He jumped off of the keyboard and transformed back into Ben, with a smug smile.

Batman glanced at the teen, then looked at the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That thing's the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up and headed to where his spare costume was located. "Proximity sensors were triggered a moment ago. Suit up."

The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as, and Ben activated the Ultimatrix.

After selecting the alien he wanted, he used his catchphrase, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head and the two spikes coming out of his shoulder blades, which were made of diamond. "DIAMONDHEAD!" the alien announced.

The rest of the League quickly returned, with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away. "Shut up." He said petulantly.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament.

All of the heroes went into the shadows just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes and maces.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Before the hawk-people took another step, a green blade sliced through one of the cannons, while several large spikes of diamond pierced the other weapon, rendering it useless.

"Who's hiding?" Diamondhead smirked as he and the League emerged from the shadows.

"Come and get some." Green Lantern's eyes glowed with emerald fire, then he lifted off the ground, avoiding Thanagarians attempting to kill him, while blasting one of them in the face with his power ring.

Wonder Woman used her lasso to catch one alien by the ankles and swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Flash weaved through the soldiers, hitting them at high speeds, then rushing away.

One Thanagarian drew a bead on the speedster with his pistol, but Superman crushed both the weapon, and the soldier's hand. As he cried out in agony, Superman said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing the Flash, but he avoided every shot they fired. He zoomed around them and spun his arms fast enough to create a small tornado. The twister blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash ran on top of the penny. "Tails," he quipped, "I win."

Batman swung from the ceiling on a grappling line, kicking one soldier in the face. He let go of the line to land on the ground. As he did so, he threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with a look of contempt on their faces.

"Your weapons are pitiful." One gloated. None of them noticed the blinking red light on each batarang.

"Wait for it." Behind the Dark Knight, hundreds of eyes glowed in the darkness. Hundreds of bats swarmed the Thanagarians, attracted by the signals emanating from the batarangs. The soldiers were quickly reduced to unconscious, bleeding wrecks.

Diamondhead found an easy fight with his opponents. Their weapons couldn't penetrate his diamond body, and when he shifted one of his arms into a diamond blade, he easily destroyed their weapons, and he was strong enough to easily knock them out.

Soon enough, the fight was over. After tying up the aliens, the seven heroes walked out of the Batcave and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman and Diamondhead to go to the command ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash and himself.

"You're going to help me retake the Watchtower." Diamondhead remembered Batman telling him about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good luck, guys." Diamondhead slapped the Ultimatrix symbol on his chest. "JET RAY!" he cried out as he turned into the manta-like alien. He and the other three heroes flew out towards the direction of the Thanagarian fleet.

 **. . . .**

Batman, Flash and the Martian entered the alien craft. J'onn spent several minutes examining the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of Talak's chief advisors, and slammed him into the side of the ship.

"You think I'll tell you anything?" Kregor sneered. "I'd sooner choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time," the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed as he gripped Kregor's head. "I'll just have to try _harder_."

Neither Batman nor the Flash could see what J'onn was going through in the Thanagarian's mind, but somehow Kregor's mental defenses were strong enough to affect the Martian's physical body. Slash and claw-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few more moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I… I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it left, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn's mental attack had left him comatose.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."

 **. . . .**

 **Watchtower**

As the stolen shuttle neared the Watchtower, J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to the waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarian guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash and the Martian Manhunter.

 **. . . .**

 **Thanagarian Fleet**

It was quickly apparent to Jet Ray, Superman, Wonder Woman and Green Lantern that they had been detected. They might have been tipped off by a swarm of fighter-craft surrounding the flagship that was hundreds strong.

"Pretty bad odds." Commented Wonder Woman.

"For them, maybe." Was Jet Ray's response.

Superman agreed. "Yeah. They don't stand a chance."

To say it was a battle would have been a lie. It was a beat-down. Superman and Wonder Woman simply flew through the fighters, their enhanced durability allowing them to be unaffected by the impacts, while leaving a trail of falling wreckage behind them. Green Lantern and Jet Ray took down any stragglers, the energy attacks used by both Jet Ray's neuroshock blasts and Green Lantern's power ring easily cutting through the metal of the fighters.

Most of the fighter pilots saw Superman and Wonder Woman as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern cut his way through the hull of the flagship and make his way inside.

 **. . . .**

 **Watchtower**

Batman, Flash and the Martian Manhunter stood over the unconscious bodies of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the other two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait… you mean we're gonna…"

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

 **. . . .**

 **Thanagarian Flagship**

The first that anyone knew that John Stewart was aboard the flagship was when he burst through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak ground his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warning the Justice League of their plans, and even giving the Lantern back his ring. For her treason, she had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is _mine_."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, followed by Jet Ray. After subduing the bridge officers, Diana picked up a sword and marched through the door, followed by Jet Ray. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her alien friend. "You ready?" she asked.

"Give me a second." Jet Ray slapped the Ultimatrix dial on his chest. In a now-familiar green light, Jet Ray was replaced by an enormous, brown and tan dinosaur that stood on two legs. "HUMONGOSAUR!" he yelled.

Diana smirked. "Flash would love that one."

Humongosaur grinned back. "I'll bet." He looked at the forked path. "Whaddya say? You go left, I go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down her path. Not to be outdone, Humongosaur let out a roar and charged down his own hallway. Woe to any Thanagarian in their way.

 **. . . .**

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonians do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, flew off towards the shield control.

 **. . . .**

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large room with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a triangular shield to block Talak's axe. The blow still took a chunk out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

 **. . . .**

Humongosaur crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises, he was doing alright. He wondered how the others were doing. He knew from fighting alongside them that the Justice League knew what they were doing, but in the short time that he'd known them, he had come to care for them. Even brooding Batman. He idly wondered if it was just his grief making him attached again.

As Humongosaur rounded another corner, he spotted another group of soldiers. With a roar, he crashed into them, punching, kicking and even swatting one with his tail. As he was finishing, he noticed another one out of the corner of his eye, a pretty female with long, red hair. As he turned to charge, she held up her hands.

"Wait, please!"

Humongosaur paused. Sure, she had been wearing a helmet the last time he'd seen her, but that voice…

"Shayera?"

The Thanagarian blinked. "Yes, it's me. You're… Ben, right?"

Humongosaur nodded. "Right now, you can call me Humongosaur. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start here and now, before it's too late."

Humongosaur nodded. He could understand wanting to fix a mistake, especially one that had lives on the line. He still hadn't come to terms with what happened. It was too soon.

"Let's go." As he stomped off, Humongosaur looked over his shoulder, "If you stab me in the back, you better make sure it kills me. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

They didn't encounter further resistance on their way to the shield controls. Humongosaur had to bend the frame of the walls a little in order to get through, but when he did, both he and Shayera found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak then delivered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called out. "Hro! Enough!" Talak turned. His eyes widened when he saw Humongosaur, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a massive fist filled his vision and sent him hurtling into a wall. When his vision cleared, he saw the enormous creature, panting with rage.

Humongosaur was indeed furious. What was it about Thanagarians that made them treat women so cruelly? First had been the way that they'd treated Diana, now this? Ben had always been taught to respect women, and this stood in the face of everything that he'd been raised with. He wasn't going to let this go! He slapped the Ultimatrix dial on his chest. In a flash of green light, stood a seven-foot tall creature that seemed to be made of a green, plant-like material. His head was a red and yellow flame pattern.

"SWAMPFIRE!" he yelled in a deep, nasally voice. He glared at Talak. "Okay, buddy. Let's go!" with a yell, Swampfire charge at him, fist raised.

Talak flew at the plant creature, low to the ground. With a horizontal cut, Talak's axe sliced clean through Swampfire's leg!

"No!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened. A vine grew out of the stump of Swampfire's leg, and attached to the severed limb, then, with a sickening, sucking sound, the limb reattached! Swampfire stood up, smirked and a fireball appeared in one hand! Talak was so stunned that he didn't have time to dodge. The ball of flame hit him square in the chest, sending him hurtling to the ground. Swampfire thought that was the end of it, but Talak got back up, his face full of rage.

Swampfire figured that he'd have to use something with a little more power. "Time to go Ultimate!" he shouted.

He twisted the Ultimatrix dial on his chest, then slapped it. Four spikes poked out of the circular dial, and Swampfire's body became a gray, wooden color. He became more hunched over in appearance, and several large, blue shells appeared on his head. His face also appeared inside of another blue shell.

"ULTIMATE SWAMPFIRE!" he roared. Raising his hand, he sent a massive blast of blue flame into Talak, who yelled in pain. "Shayera!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if you can shut down the shield while I keep him busy!"

Shayera and John both nodded. It was now or never.

 **. . . .**

 **Watchtower**

As the Watchtower entered the Earth's atmosphere, Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

"Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman flew towards the Watchtower, easily finding it with his enhanced senses, but praying that he would reach it before it was too late.

 **. . . .**

 **Thanagarian Flagship**

Talak knew that he was outmatched. This shapeshifting creature had been powerful before, but this enhanced form, this Ultimate Swampfire, was in a league all its own. It was probably powerful enough to kill him with ease, but he had a suspicion that the creature was holding back.

"Not going to kill me?" he taunted. "Are you too scared to bloody your hands?"

Ultimate Swampfire growled. He was doing his best _not_ to kill him, but this guy just wouldn't stop. He decided to use a little more force. Reaching up, he took a glob of blue stuff out of one of his shells and threw it at Talak's feet. He then sent a small stream of fire at it. The blue slop was extremely explosive, and the blast sent a smoldering Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Ultimate Swampfire turned around.

"Hey!" He shouted. "How's it coming, you two?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from both the Marines and the Green Lantern Corps. Once the shield fell, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his, and adding her strength to his own. Together, they deactivated the shields around the bypass.

 **. . . .**

 **Watchtower**

As the fiery remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The extreme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, did Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

 **. . . .**

 **Thanagarian Flagship**

Ultimate Swampfire, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them both a satisfied smile before she looked down at the floor with a sad, guilty expression.

 _She's realizing what she's done_ , thought Ultimate Swampfire; _she's betrayed her entire species. What will she do now?_

Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The three prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the incredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unflinching. "Then you'd better get started." With that, she, Lantern, Wonder Woman and Ultimate Swampfire marched out of the room. No one made a move to stop them.

 **. . . .**

 **Wayne Manor, the Next Day**

Ben Tennyson and Shayera Hol sat next to each other on the couch, watching the news. The television showed hundreds of Thanagarian ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world.

 _Another thing that's different here,_ Ben mused _, instead of hating heroes, like Will Harangue, the media gives them props. Go figure._

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Ben replied, "they have."

They were referring to the League, which was currently having a discussion about its future, and the future of its traitorous teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Ben wasn't a League member at all, he had been politely asked to leave.

The two had spent the last several hours talking, Ben trying to raise her spirits, and she spent the time listening to some of Ben's adventures from when he was younger. She had been more than a little surprised to learn that Ben had begun his superhero career at only 10 years old.

Though Ben had been trying to make Shayera feel better, in truth, he'd actually improved his own mood. Talking about the good times from that fateful summer vacation allowed him to remember the other happy times with his friends and family. Maybe he'd never get over it, but at least he knew that he _could_ feel better. At the very least, he knew that he wouldn't try to kill himself again.

Although he was feeling slightly better, he could tell that Shayera was still depressed. She had lost everything. So had Ben, but he had gained a few friends that would support him. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings.

Ben sighed. "Look, Shayera." The Thanagarian stopped staring at her shoes to look at him. "I know at least part of how you feel. I know what it's like to lose everything." She looked at him, confused. Mustering up his courage, Ben continued. "You may have lost your friends' trust, but at least they're still alive. You can rebuild that trust, as hard as it might be. My friends and family, everyone that I've ever cared about, was killed two days ago." There. He'd said it out loud.

Shayera looked at him in shock. He'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to him, and he'd still risked his life to save a world that wasn't even his?

"I'm just gonna say this," said Ben, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Ben put a hand on her shoulder. "Whatever they decide in there, in my eyes, if no one else's, you're a hero."

Shayera gave Ben another smile; this one, however, was genuine.

 **. . . .**

"She exploited our weaknesses, betrayed us…" Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

 **. . . .**

"Excuse me Miss Hol," Alfred said as he entered the room. Both Ben and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The butler nodded, and walked away. Before she headed to the dining room, she gave Ben a small hug. "Thanks, Ben."

Ben returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Ben quietly went over to the adjacent wall. He hoped to hear what the League had to say. Maybe they'd go easy on her. He jumped slightly when he heard a soft cough. He turned to see Alfred, with a small smile on his lips. Before Ben could explain what he was doing, the butler put his ear to the wall, and gave Ben a wink. Ben grinned, then mirrored Alfred's action.

 **. . . .**

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl…" Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that I would come to care for the Earth, and her people." She looked at each of her teammates in the eye; even Batman, who looked at her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Ben; he needs friends right now."

With that, she let go, and walked out the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

 **. . . .**

Ben didn't know what to say. He'd known Shayera for even less time than the rest of the League, but he still counted her as a friend, and now she was leaving? He wanted to say something, anything, to get her to stay, but found he couldn't

"Good luck." Was all he'd managed to say. Still, he made sure to give Shayera one last hug before she left. . She was a lot like him, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could he do any less? He wasn't sure if he was ready to be a superhero again, but that didn't meant he couldn't live his life.

As he sat there, thinking about his future, Alfred walked in.

"Excuse me, sir." Ben looked up. "They're ready for you."

"Thank you, Alfred." Ben walked into the dining room. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with you?"

 **. . . .**

Shayera stood at the edge of the cliff near Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returning her gaze to the sunset. "It doesn't matter."

"So… where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."

 **. . . .**


	2. In The Interim: Adjustment

Ben 10: Unlimited

Chapter 2

In The Interim: Adjustment

Ben Tennyson stood before five of the six remaining members of the Justice League, waiting to see what they were going to do with him. After all, he wasn't even a citizen of this universe. Superman was the first to speak.

"Well, Ben, first we'd like to thank you for all that you did during the Thanagarian invasion. The world needs more heroes like you."

"Hold it." Superman paused at Ben's interruption. "I never said that I would keep doing the hero thing. Before yesterday, the only thing I got out of being a hero was pain. I helped you guys because I didn't know what else to do. Now that the crisis is over…" he let the sentence hang.

"I don't understand," said the Flash, "why _wouldn't_ you want to be a superhero?"

Ben looked J'onn in the eye, and the Martian was quick to notice the haunted weariness in the young man's eyes. "You're a telepath, right?" the Martian nodded. "Okay. Read my mind and look at the memories from two days ago."

J'onn looked confused for a moment, but then his eyes glowed as he did as he was asked. A few seconds later, he rocked back in his seat, a look of horror on his face.

"J'onn?" Superman looked at the other alien in concern, but the Martian just shook his head.

"Two days ago," began Ben, his expression growing dark, "one of my old villains attacked me. Short version: everyone that I cared about, my parents, my grandpa, my aunt and uncle, my cousin, my best friend and my girlfriend all died." Tears began to show in the corner of the young man's eyes. "There isn't a single person on my Earth left for me." He raised his left arm, showing the Ultimatrix. "And it's all because I got this stupid thing attached to my wrist."

The Justice League didn't know what to say. None of them, save for Batman, quite knew what Ben was going through, though it was clear that he blamed himself to a degree.

Superman held up his hands in a placating gesture. "All right, Ben, we understand. Do you think that you could wait outside while we discuss this?"

Ben couldn't speak past the lump in his throat, so all he did was nod. When he left, the League members turned to look at each other.

Flash spoke first. "Well, that kinda ruins the whole 'ask Ben to join the League' plan."

"He has lost everything that held meaning for him," argued J'onn, "it is a wonder that he hasn't completely broken down already."

"I had sensed before that he was in pain," added Diana, "but I had no idea that he'd already endured so much."

"On top of the loss of his family," said Batman, "he found himself in another universe. He was thrown into a battle that he wanted no part of, and he hasn't even had time to grieve."

Superman rubbed his chin, thinking of what to do. "Maybe we should give him that time." The other Leaguers looked at him. "I could take him to my parents' house; give him some space to come to terms. At least it'll get him out of your hair, Bruce."

The Dark Knight merely scowled at Superman's joke.

"That wouldn't be a bad idea, Clark." Diana added. Then her expression grew thoughtful. "Maybe he could meet your cousin while he's there. It might be good for him to meet someone his own age."

Both Superman and Flash nodded in agreement. "Once he starts feeling better, maybe we can show him around. He did say that Metropolis didn't exist in his own universe." Superman looked at the other Leaguers. "Now, if there aren't any other matters, I think that we should adjourn for now."

"Actually," said J'onn, "there is one more matter concerning Ben. When I looked into his mind, I saw one thing that we should all be aware of..." He paused, as if unsure of what to say. The others frowned. J'onn was usually very direct in his speech, so for him to dance around a subject was strange. Finally, J'onn spoke.

"You should all know that before he arrived in our universe… he was trying to kill himself."

The others leaned back in their chairs, shock evident in their expressions. Batman was the only one who wasn't surprised, or if he did, he hid it well.

Flash let out a low whistle. "So instead of waking up to see his family, he wakes up in a universe with aliens trying to kill him." He shook his head. "That's rough."

Superman stood up. "I'll have Kara keep an eye on him. I won't tell her about this, but I will make sure that he doesn't attempt suicide again."

The other Leaguers nodded, then began leaving the room; some to their homes, while others went to rooms loaned to them by Bruce. J'onn sent a telepathic summary of the meeting to Green Lantern, while Superman left to get Ben.

…

 **Smallville, Kansas**

Superman and Ben, now transformed into Jet Ray, flew just over the cloud layer over Clark's home town of Smallville. Ben hadn't said much since leaving the meeting, other than saying agreeing to going with Superman and saying goodbye to the other members of the League. Superman had been slightly relieved to find that Ben hadn't completely withdrawn into himself after his outburst; he'd given small smiles to each member, even Batman, and had blushed when Diana had given him a gentle hug.

The two aliens had made good time in getting to Smallville; at his maximum speed, Jet Ray could reach Mach 10. Superman could fly much faster than that, but he didn't say so, and he doubted that Jet Ray would care very much right now if he did.

When they landed in front of the Kent family farm, Jet Ray turned back into normal. "Nice place." Ben commented. He didn't mind being on a farm. That meant there would be some peace and quiet. At the very least, no one would be trying to kill him. Probably.

The sun had just started to rise; Ben asked if it was okay to go inside if his parents were still asleep, but Clark laughed. He told Ben that it was rare for his parents to get up after sunrise.

To prove his point, he called out. "Ma! Pa! I'm home!"

A moment later, an elderly man and woman opened the door to greet them. While both were getting on in years, they seemed lively and in good shape. The man kind of reminded Ben of Grandpa Max.

The woman, Martha Kent, walked up to Superman and gave him a hug. "Welcome back, Clark."

Clark smiled down at his mother. "It's good to see you both." He turned his head towards Ben. "This is Ben. I was hoping that you could let him stay here for a few days, a week at the most. At least until we can find a place for him."

Martha looked at the young man. He seemed nice, but his eyes looked haunted, as if he'd seen too much. Jonathan, who had also come forward to see his son, had seen the same thing. He shared a look with his wife, who nodded.

"Sure, Clark," he said, then turned to Ben. "Why don't you let Martha show you to Clark's old room? You look tired; you should get some sleep, then we'll show you around the old place."

Ben gave a small smile. "Thank you, Mister Kent."

As Martha led him into the house, Jonathan turned to his son.

"So, Clark, what's the story with the boy?"

Clark sighed. "Well, dad, it started with the Thanagarians…"

…

Martha had shown Ben around the house, and then to Clark's old room where, after thanking her profusely, Ben had immediately fallen asleep.

He did not get much sleep, however, because the same nightmares that had been plaguing him for the last two nights woke him up. After drying the tears off of his face, and knowing that he wouldn't be getting any more sleep than the three hours he'd already gotten, he decided to start his day. He took off his jacket, which he'd fallen asleep in, when he realized that he didn't have any other clothes. In fact, he'd been wearing the same clothes for three days straight. He would have to do something about that.

After he showered, he placed his clothes on the bed, then activated the Ultimatrix. After finding the alien he needed, he slammed the dial down. In a flash of green light, a copper-coated robot stood in Ben's place. Its body was round, and its legs were stubby. Its head was small and had neither a mouth nor neck. On top of its head was a winder, similar to that of an old clock. On its chest was the Ultimatrix symbol.

"CLOCKWORK!" the alien cried in a German accent. "Okay, let's do something about these clothes."

He pointed his hands at his clothes, and a green beam shot out towards them. After a moment, the beam stopped. Clockwork leaned forward to examine the clothes. They were completely clean. He had used his powers of time manipulation to reverse time around his clothes, until they were in the condition they'd been in before he'd put them on three days ago.

Pleased with his handiwork, Clockwork slapped the Ultimatrix dial and turned back to normal. After getting dressed, he walked downstairs. Sitting at the kitchen table, drinking a cup of tea, was Martha Kent.

She looked up in surprise. "Hello, Ben." She said, "I thought you would still be asleep."

"I haven't been sleeping well for the last few days." Ben scratched the back of his neck in embarrassment.

Martha nodded in apparent understanding. "Well, I'm sure that if I found myself in another universe, I would have trouble sleeping too." At Ben's look of shock, she chuckled. "Clark told Jonathan, and Jonathan told me."

Ben smiled. At least he wouldn't have to tell his story again. He was getting kind of tired doing that. His smile grew wider when Martha brought out some pancakes.

"Hungry, dear?"

Ben's smile became a full-faced grin.

…

Ben sat back in his chair with a sigh. He hadn't had a breakfast that good in years. Martha watched him with a bemused smile.

"Good heavens, dear, you must really love pancakes."

"After my grandpa made me eat jellyfish, octopus and bugs for so many years, stuff like pancakes are the food of the gods." His completely straight face told Martha that he was being serious.

Before she could ask for more information, Ben stood up.

"Do you want my help cleaning the dishes?"

Martha stood up as well. "No, thank you dear, but if you do want to help, Jonathan could use some help with some of the farm work. Without Kara around, it can be a little hard for a man his age. He's around the barn; it shouldn't be too hard to find him."

Ben nodded and headed to the door. Just as he reached for the doorknob, he turned around.

"Who's Kara?"

Martha laughed. She'd forgotten to tell him.

"Kara is Clark's cousin. She goes by the name of Supergirl sometimes."

Ben's eyebrows rose. He hadn't known that Superman had a cousin. The last part had also piqued his interest. "So she has the same powers as Clark?"

Martha nodded.

"Cool." Ben flashed a grin. As he was opening the door, Martha called out again.

"It's a little chilly out today," she said, "don't you want your jacket?"

Ben frowned and looked at his arms. All he had was his black t-shirt. He turned to Martha.

"That jacket belongs to a hero." He said. "I don't know if I'm ready to be that hero again."

…

 _It's a wonderful day for flying_ , thought Kara Kent, aka Supergirl. She was heading to the Kent farm from Gotham City, where she'd been keeping her friend Barbara Gordon, aka Batgirl, company during the Thanagarian occupation. Once Batman had returned, she decided to go home before Batman kicked her out of "his" city.

Once she reached the farm, she used her super speed to rush to her room, so that she could change out of her costume. After a quick hello to Martha, she zoomed upstairs. Before she entered her room, however, she noticed something amiss.

Usually, the door to Clark's room was closed. But now, it was partially open. Did that mean that her cousin was home? He usually called her cell phone to let her know when he was back. She walked up to the door and slowly opened it. Everything seemed in order, save for two things. First, the bed was not made to the exacting Kent standards. Second, there was a green jacket with a 10 emblazoned on the left side.

Kara picked up the jacket. It was much too small to be Clark's.

"That belongs to our guest." Kara jumped and spun, seeing Martha in the doorway.

"We have a guest?" Suddenly Kara was worried. Clark was always lecturing her about not using her powers in Smallville. She fervently hoped that this guest hadn't seen her flying in.

"Clark brought him here this morning," Martha explained, "before heading back to Metropolis. His name is Ben, and he'll be staying here for a few days."

"Does he know about…?" Kara pointed to the symbol on her shirt, the same "S-Shield" that was on Superman's uniform.

"Apparently Ben flew here himself, right alongside your cousin." Martha looked Kara in the eye. "Be nice to him. He's had a rough time lately."

Kara nodded, placed the jacket back on the bed, and then headed to her room. She came back out in jeans and a white t-shirt and headed outside. All the while, she was wondering about this Ben person. What was he like? What powers did he have other than flight? Was he an alien like her? Was he also a hero?

She was so lost in thought that she hadn't realized she'd reached the barn until she hit the side of it. Embarrassed, she looked around to make sure that no one else had seen her. She was going to head inside when she heard a deep, guttural voice.

"OW!"

She rushed inside, but then froze. Standing in front of her adopted father was a twenty foot-tall brown dinosaur. It was rubbing its elephantine foot, then glared at a bale of hay. Apparently it had dropped the hay bale on its foot. It stopped when it noticed her.

"Please tell me you're Kara." A flicker of fear showed on its face.

Kara nodded. The dinosaur sighed in relief, then grabbed the hay bale and placed it with the others it had been stacking. Kara noticed the strange, green and black symbol on its chest. What was that?

Jonathan Kent walked up to her. "Quite a sight, isn't he?"

Kara nodded again. Speech had apparently left her.

"Kara, this is Humongosaur." Said Jonathan, pointing to the dinosaur. Then he frowned. "That is what you called yourself, right son?"

Humongosaur nodded, then stepped away from the hay bales, his job complete. Then he slapped the dial on his chest. Kara covered her eyes as a green flash lit the barn. When she opened her eyes again, Humongosaur was gone. In his place stood a boy about her age, with brown hair and green eyes. On his left wrist was a green gauntlet-like device, with the same symbol on it.

The boy held out his hand. "Hi, I'm Ben. Ben Tennyson."

Kara shook his hand, then frowned. "I thought your name was Humongosaur?"

Ben laughed. "That's only when I transform. Ben is my real name."

Jonathan coughed, causing both teens to look at him. "Sorry," he said, "but I'm going to take a nap inside. Old age is a pain." He grumbled the last part.

After he left the barn, Ben turned to Kara.

"So," he began, "Superman's cousin, huh? Can you fly?"

Kara responded by lifting a few feet off the ground. Ben had a massive grin on his face, showing brilliantly white teeth.

"That never gets old."

Kara tilted her head. "Why are you impressed? Ma said that you flew here with Clark."

Ben nodded. "See this?" he showed her the device on his wrist. "It's called the Ultimatrix. It lets me turn into different aliens, with different powers."

"Seriously?" Kara was shocked to hear such a thing. She had never heard of such technology. Even the most advanced scientific achievements on Argos, Krypton's sister planet, had never even come close to something like what Ben was claiming.

Ben pressed a button on the Ultimatrix, causing the dial to pop up. When it did, a small, green hologram of Humongosaur appeared. Then Ben began twisting the dial, seemingly in notches. With each notch, a new hologram would appear.

Kara pointed at one. "What's he do?"

Ben smiled. "Well, my next chore was to sweep out the barn. This guy'll do fine."

He slammed down the dial. Kara covered her eyes from the green flash that followed. When it died down, she saw a six foot-tall, green and black turtle, standing upright on its back flippers. It had two larger flippers for arms, and a stubby head with no neck. The front of its shell had large holes in it, and the Ultimatrix dial appeared in the center.

"TERRASPIN!" the turtle cried out.

"What do you think?" Terraspin's voice was deep, but it also sounded sleepy, or bored.

"I think you were missed in The Little Mermaid." Kara's tone indicated that she was joking.

"Ha ha." Terraspin walked to the back of the barn, then faced the doors. "You should probably get behind me."

Slightly unsure, Kara walked behind the giant turtle. Terraspin jumped a few feet into the air, then his head disappeared into his shell. His arm-flippers straightened out at an angle, while his feet-flippers joined together, to form a third "blade". All in all, he looked like an "O" had been placed over a "Y". Then the blades began spinning, and huge gusts of wind blew out of the holes in his shell. All of the dust and loose hay on the ground blew out the door. In a few moments, the floor was swept clean.

Terraspin slapped the dial on his chest, turning back to normal. Ben turned to see Kara staring at him, eyes wide, before she smiled at him.

"That was awesome!"

Ben shrugged, trying to look modest, but that grin wouldn't leave his face. It just felt too good to be appreciated. After that stupid reporter, Will Harangue had used his influence to turn the world against him, he had forgotten what it was like to be liked.

"I'm just glad that I toned down Terraspin's power." He said, "Otherwise, I'd have probably blown the barn down."

Kara gave him a quizzical look. "Have you knocked down barns before?"

Ben's grin turned sheepish. "Well, before I really got the hang of it, I used to cause a lot of damage to buildings and stuff. People don't really appreciate having their car crushed by an alien."

"So where'd you get that thing?" Kara gestured towards the Ultimatrix.

"It's a long story."

"I'll get popcorn?" Kara offered.

"Deal."

…

A few hours later saw Ben and Kara sitting on top of the barn. Ben had been willing to turn into one of his flying aliens but, after getting popcorn, Kara had been a little impatient and had grabbed Ben by the hand and lifted him up to the roof. Ben had been a little embarrassed, but had obligingly begun his story, starting with that fateful summer, when he had found the Omnitrix. He went on to tell her about several of his adventures, the people he'd met, as well as the battles he'd had.

Kara had been like a little kid at story time; neither Superman nor Batgirl told her many stories of their battles. In fact, the only hero that she knew who consistently told stories was Flash, and she was pretty sure that those were exaggerated.

At the moment, Ben was telling her about his first time turning into Rath, an aggressive, humanoid, tailless tiger. Apparently, when Ben turned into that alien, he lost some of his self-control, and became more instinct-prone.

"… and then, when we get to the palace, we give the Tiffin to this big, red alien named Jarod. At first, we thought that everything was all right, but then he picks up the Tiffin, and eats him!"

Kara's jaw dropped. "He _ate_ the baby!?" she screeched.

Ben chuckled, remembering what happened next. "Yeah, we pretty much had that same reaction. I think Kevin fainted. Anyway, I got ticked off, well, more than usual as Rath, then I jumped up to the guy, opened his mouth, jumped down his throat…"

Kara gasped. Ben just laughed.

"I grabbed that little flying whipped cream, and then punched Jarod's teeth out so that I could get us free."

"What happened next?"

"He threatened to declare war on the Lodons if he didn't get his delicacy. And an apology. I reminded him that I had just jumped down his throat; I warned him that if he started a war, I would do it again, and then I'd knit his intestines into a sweater."

Kara started laughing hysterically. After a few minutes, she calmed down enough for Ben to continue.

"Then we got back to Earth, I gave the Tiffin back to his mom, then I threatened to beat the crud out of the ambassador; apparently he knew that the Tiffin was a food offering."

Kara's eyes narrowed. She had never met this ambassador, but she knew that she wouldn't have _threatened_ to beat the guy up; she'd have actually done it.

"And then?"

"Well, they left, and then I finally turned back to normal. Kevin said it was because the Tiffin was sending out some sort of signal that messed with the Omnitrix. Apparently he knew the entire time, but never told us."

Now Ben's own eyes narrowed. "And then I turned back into Rath."

"You beat him up?"

"Nah, just scared him some."

Kara shook her head, grinning. "You have the craziest adventures." Then the grin vanished, and she leaned forward with a serious look. "So why don't you want to be a superhero anymore?"

Ben sighed. He knew that question was coming. He decided to counter with one of his own.

"Do you know what it's like to lose everyone that you ever cared about?"

Kara looked at him for a moment, then looked at her feet. "Yeah, I do."

"What?"

Kara looked at Ben, who had a look of surprised shock on his face. "Did Clark ever tell you about what happened to our own planet, Krypton?"

Ben nodded. It had been a few hours after they had defeated the Thanagarians; since Ben had shared his story with the League, Superman had thought it only fair to tell him his own.

"Well, when Krypton exploded, I was on Argos, Krypton's twin; it had been thrown out of orbit, and was freezing over. We didn't have long before we would all die. Most of us were put into stasis so that there would be food and supplies for the scientists that were working on a way to save everyone else. It didn't work."

Tears began to form in the corners of Kara's eyes, which she quickly blinked away.

"When Clark found me, I was the only survivor; all of the other stasis pods had failed." She looked back at Ben. "What happened to you?"

Now it was Ben who was looking at his feet. "One of my villains attacked my home. My parents, my Grandpa Max, my Aunt Lily and Uncle Frank…" Ben paused to swallow the lump in his throat. "Gwen and Kevin and… my girlfriend Julie. All of them, gone."

Kara fought hard to hold back her tears again. While she knew what it was like to lose everyone important in her life, she had had several years to grieve and move on.

Ben had only had three days.

The two sat in silence for a few minutes, just watching the sun set. After a while, Kara grabbed Ben's hand again and lowered him to the ground. They headed indoors, where they enjoyed dinner with Martha and Jonathan. Ben shared a few more stories, ending on a high note when he finished his tale of how he had saved the universe from the Highbreed, and then saving the entire Highbreed race from extinction.

After dinner, Ben and Kara headed towards their rooms. It had been a long day, and both felt emotionally drained from their experiences.

…

 _Ben had been here before. He remembered coming here, running faster when he saw the smoke. He arrived, hoping that everyone was okay. He saw the blood, and knew that someone was hurt. Then he saw the bodies. He saw the expressions of pain and horror. Then he saw_ him _, standing on the ruins of his house, his sadistic laughter reaching his ears once more…_

Ben sat up straight, tears, falling down his face. He looked at the clock. It was 1 o'clock. He'd only been asleep for four hours. He wiped the tears away, then stood. He was wearing a pair of shorts and a white t-shirt that Jonathan had loaned him. He had just gotten out of bed when he heard the door open.

"Ben?"

Kara stood in his doorway, wearing a pink nightgown. Concern was written all over her face. Thanks to her super hearing, she had heard Ben moaning and softly crying in his sleep. After a few minutes, she could no longer take it, and had come to his room.

Ben stared at Kara for a moment, before all self-control abandoned him and he collapsed, sobbing and babbling incoherently. Kara rushed over to him and wrapped him in her arms. She helped him into a sitting position, with both of them leaning against the side of the bed. Ben continued to cry into Kara's shoulder. Kara let a few of her own tears fall, both for those she had lost, and for her friend.

They stayed there for a long time; these two pilgrims of different worlds, united in loss.


	3. Hero Time

Ben 10: Unlimited

Chapter 3

Hero Time

Kara stayed with Ben for most the night, only leaving when she knew that the Kents would be waking up. Though neither had gotten much sleep, both Ben and Kara felt better for the emotional release, and for that, Ben was especially grateful. Though both would later remember the event with a touch of awkwardness, neither commented on it. They were friends; awkwardness was expected every now and then.

The next few days may not have been eventful, but they were just what Ben needed. Every day, he would help the Kents with chores and farm work, usually with the help of his aliens. After he was done, he would hang out with Kara; usually he would show her more of his aliens, or tell her more of his adventures. Every night after the first, he would have nightmares but, fortunately, they were not as severe. After the third night, he was actually able to fall asleep again after the nightmare ended.

Ben had more company than just the Kent family. Superman would visit from Metropolis every other day to check up on him, and the other League members each paid the young man a visit as well, only while in civilian clothes, and only by themselves, to avoid suspicion. Except for Batman. The Dark Knight only called the Kent home once, and only briefly. It was certainly a surprise for Ben. Batman had never seemed the comforting type, so even checking up on him via phone call must have been weird. Still, it did wonders for Ben's emotional state to find out that there were people who cared for him. He wasn't alone.

 **. . .**

 **Gotham City (The Batcave)**

Batman sat at his computer, lost in thought. He had barely left his chair since Ben had left for Smallville. He had even entrusted Batgirl and Robin with more patrol duties to cover for him, much to the surprise of his young partners, who had never thought that Batman of all people would allow them to watch over 'his' city. He stared at the image on his computer. An image of Ben Tennyson stared back.

Bruce heard footsteps coming from behind him, but he didn't turn around. Years of training had taught him how to recognize the pattern of an individual's footsteps, and even without training, he had heard those shoes against the floor for so many years that he could have recognized their owner anywhere.

"Hello, Alfred."

"You got me again, sir."

"You tried leading with your left foot again." Batman smirked. "It's been awhile since you tried to fool me."

"With all due respect, sir, I was worried that your project concerning young Master Tennyson had distracted you from all else."

Bruce looked up as his butler placed a tray of food next to him. Then he looked at the time. He did need to eat. Bringing his attention back to the screen, he began typing with one hand, while picking up his food with the other. Alfred waited patiently behind him.

"What is it, Alfred?"

"Sir," Alfred began, a hint of trepidation in his voice, "Ben Tennyson is not Bruce Wayne."

Bruce turned around and gave his butler a sharp look. "Are you so sure, Alfred? He lost his family, the girl he loved, everyone who was important to him. How is he not like me?"

"Is that why you are helping him?"

Batman gestured to the computer screen. Under Ben's image was his age, birthday, and every important fact needed in an identity.

"When my parents died, I was left millions of dollars, I was the heir to an incredibly successful company, and I had a home.

Ben is from another universe. He has nothing. He doesn't exist in this universe. Not even his hometown exists here. This way, he can at least have an identity. He can have a normal life."

"Will you use this as a bribe to get him to be a hero once more?"

Batman sighed, then looked down. "I'm hoping that he sees it as an incentive to not be."

Alfred looked at him quizzically. "Sir?"

"He blames himself for what happened to his family. He believes that if he hadn't chosen to be a hero, he wouldn't have drawn attention to his family. I can give him a chance to start over, to give up the life of a superhero… if he wants to."

Alfred nodded. "I understand, sir."

Batman resumed typing for a moment, then printed out a piece of paper, which he handed to the butler.

"Call Superman," he instructed, "tell him to give this to Ben before he tries to introduce the kid to anyone."

 **. . .**

 **Smallville**

It had been a full week since Ben had arrived at the Kent farm, and on the morning of the seventh day, he had a pleasant surprise.

He had slept through the entire night; in fact, he'd overslept. It was almost 10 AM!

Sure, he'd still had nightmares, so he couldn't call his sleep restful. But heck, it sure beat waking up crying at 2 AM!

After showering and cleaning his clothes with Clockwork (he still didn't have any other clothes), he headed downstairs. He was mildly surprised to find Clark at the table, sipping a cup of coffee. He was in his civilian attire, for which Ben was grateful. He had gotten used to people wearing costumes, but still, he thought it looked a little silly.

"Morning, Ben." Called the Kryptonian, "How did you sleep?"

"Better than usual," Ben replied, "though that hasn't been saying much, lately."

"Still having nightmares?"

Ben sighed as he sat at the table. "I don't know if I'll ever get rid of them and, to be honest, a part of me doesn't want to."

Clark tilted his head, confused. "Why wouldn't you want to…?"

"Because I'm in another universe." Ben interrupted, "My family never existed here. The nightmares are the only time that I can see them now. I can't even visit their graves."

He looked down at the ground. "I know that sounds pretty messed up, I'm not gonna lie… but those nightmares, regardless of how bad they've been… they're the only things I have left to remember them by."

The two sat in silence for a while, until Clark seemed to remember something. He tapped Ben on the shoulder to get his attention, then slid him a piece of paper.

"Batman asked me to give this to you." He smiled sheepishly. "I don't think I was supposed to read it, but I got curious."

Ben raised an eyebrow. "And here I was, thinking you were such a boy scout."

Clark chuckled, remembering Flash saying something similar after the Justice League had defeated their evil, parallel-dimension counterparts, the Justice Lords.

"Never even got my first merit badge."

Ben laughed, then turned his attention to the paper. His eyes slowly widened as he read. It was a short summary of his life. Only, it was not _his_ life. Rather, it was the life of Ben Tennyson if he had lived in this universe. The details on the paper were vague, but Ben realized why. What he had been given was a rough draft of a new life.

According to the paper, his entire family had recently died in an accident (which wasn't entirely untrue), and while he was waiting to receive property that had belonged to his family, he was staying with the Kents, who were apparently family friends.

Ben blinked. Property? What property? He looked over at Clark, who only shrugged.

"Guess he's looking out for you."

Ben smirked. "Aww, and here I thought he didn't care."

Clark's face grew serious. "Bruce might not act it, but he's one of the most caring people on the planet. And I don't just mean the charity work he's done in the past. He once changed the retirement policy throughout Wayne Industries just so one employee didn't have to retire."

"Oh." That eloquent response was all Ben had. While he had figured that Batman wasn't all that Bruce Wayne was, he hadn't realized the guy could be so damn _nice_. Ben would have to find a way to return the favor one day.

After a moment of awkward silence, Clark asked, "So, Ben, other than when you first arrived in this universe, you haven't seen much of Metropolis, right?"

Ben snorted. "You mean Metropolis without Thanagarians invading it? No, not really."

Clark smiled. "Yeah, alien invaders don't really attract tourists. Anyway, I figured that you could use a change of scenery. After all, a week on a farm could get boring."

Ben didn't necessarily agree. For the most part, he'd been pretty happy at the Kent farm. He had no problem helping out since his aliens made chores a breeze, and the Kents were good people. It was only yesterday that he'd found that he had nothing to do. Normally, after he was done with chores, he would hang out with Kara, either showing her some of his aliens, or telling her about more of his adventures; however, her school had reopened, the world starting to resume its normal schedule following the Thanagarian invasion. And that meant that Ben's newest friend had to finish her last few months of high school.

Ben shrugged. "I guess it wouldn't hurt to see what's there. After all, Metropolis doesn't exist back home."

Clark grinned. "Great. I can introduce you to a few friends of mine. You should probably leave a note for my folks; tell them you'll be out for a couple of days."

As Clark got up to change into his costume, Ben quickly ran up to his room, where he grabbed a piece of paper and a pencil. At first, Ben had wondered why those things were in the room, but Clark's parents had later told him that Clark was a journalist. Now it made sense to have those materials. He quickly wrote a note explaining to the elder Kents where he was going, and that he would be back in a few days.

As he was walking out of the room, he paused. He went back to the desk and wrote another note, this one to Kara. It said the same thing as the first, but with one addition.

 _P.S._

 _Remind me to tell you the story of when I fell into the Fountain of Youth. Trust me, it's hilarious._

 _Thanks for being there,_

 _Ben_

Before Ben went down the stairs, he slid the note to Kara under her door. By the time he came back down the stairs, Superman was waiting near the door, already in his costume and tapping his foot impatiently. Ben quickly placed the note on the kitchen table and activated the Ultimatrix.

As he cycled through his aliens for Jet Ray, Superman frowned.

"Where's the rest of your stuff?" He asked.

Ben paused, then looked down at himself.

"This is all I've got." He admitted.

Superman mentally kicked himself. Of course Ben wouldn't have anything other than the clothes on his back. Which reminded him…

"What about your jacket?"

Ben froze. His face took on a conflicted look as he looked back at Superman.

"I'm… not sure if I'm ready to put that on again."

Ben turned his attention back to the Ultimatrix. Once he found Jet Ray, he stepped outside and slammed the dial down. There was the familiar green flash, but when it faded, Superman didn't recognize the alien. It was about three feet tall, white with some black on the head and chest, and had three spikes coming out of the top of its head. The Ultimatrix symbol was on its chest.

"DITTO!" he cried. "Wait, what?"

Then he looked down at himself.

"Oh, come on!" Ditto yelled at the Ultimatrix symbol, "You work fine for months, and now you decide to mess up again? What the heck, you stupid watch!?"

Superman was torn between confusion and laughter. Confusion, because he'd never seen Ben turn into something he hadn't wanted before, and laughter because the alien before him looked so harmless.

"Has the Ultimatrix not given you the right alien before?"

Ditto looked up at him. "Yeah, it used to screw up all the time, but Azmuth promised me that he'd fixed it!"

Superman shrugged. "Maybe it just won't happen as often."

Ditto grimaced. "I hope it won't."

"So what does that one do?" Superman asked, curious to know what a harmless looking alien like Ditto could do.

Ditto grinned, before he shocked Superman by splitting into three separate copies of himself. "We can do this!" The first Ditto explained.

"And we can move around on our own without someone having to control us. It's like each clone is another version of me." Ditto 2 added, wrapping an arm around the first one

"The only drawback is that we feel what happens to the other clones if they get hurt." Ditto 3 admitted, rubbing his head sheepishly. "If one of us gets punched in the face, we ALL end up feeling the pain."

"Ouch." Superman cringed in understanding, seeing how such a thing would be considered a drawback.

"Anyway, this won't work."

Ditto slapped the Ultimatrix dial, and in a green flash, stood Jet Ray.

"JET RAY!" the red alien stretched his wings. "There we go. Much better."

The two aliens flew off at a leisurely pace, not in any real hurry to get to Metropolis. Superman pointed down at something below.

"We're passing over Kara's school; she just waved at us."

Jet Ray looked down, but unlike Superman, all he could see were small squares below. They were several hundred feet up, and he didn't have super vision like the Man of Steel. Still, he hovered for a moment to wave his arm-wing at the ground, hoping that Kara was still there to notice. Superman looked down for a moment, then looked back at Jet Ray.

"She saw. She waved again."

Jet Ray smiled and the two resumed their course. After a moment, Superman turned his attention back to him.

"Who's Azmuth by the way?"

"Creator of the Omnitrix and the Ultimatrix. Genius, egotistical, kind of a jerk, you get the idea. He's also the leader of the Galvan."

Seeing the blank look on Superman's face, Jet Ray sighed. "He's a Grey Matter."

Superman nodded in understanding, remembering the small but brainy alien Ben had used in the past invasion.

"So, why do you call out your aliens' names?"

Jet Ray shrugged. "I don't know," he said, "I guess the Ultimatrix read my mind or something and gave all of my alien's superhero names."

"Now it's my turn," said Jet Ray, "how did you know that I was having nightmares?"

Superman looked away for a moment. "I got home about an hour before you woke up." Then he tapped his ear. "Super hearing. By the way, you snore."

Jet Ray just groaned.

 **. . .**

 **Metropolis**

"You know," Ben said as the two were gliding over the cityscape of Metropolis, "this place is pretty neat to look at when the views not blocked by invading alien birdmen."

Superman guided Jet Ray to his apartment, where Clark quickly changed into his civilian attire. All Jet Ray had to do was slap the Ultimatrix symbol to get back to normal.

Ben took a look at Clark's home. "Nice place." He commented.

"Thanks." Clark replied, "It's not bad for a reporter's home."

"Considering that I was still living at my parents' house until a little over a week ago, this is one heck of a first apartment."

Clark laughed, then went to grab his briefcase, then both headed towards the door. As they were about to leave the apartment, Clark stopped.

"Almost forgot something; be right back." He went into the bathroom for a moment, then came out with a roll of gauze. He tossed it to Ben, who caught it.

"What's this for?"

"To cover the Ultimatrix." Explained Clark. "I don't have any jackets that fit you, and since you didn't bring yours, we need to cover it somehow."

Ben gave a wry smile. He should have known that the Ultimatrix would draw attention; it certainly didn't look like an ordinary watch. He wrapped his wrist up in the gauze, then used a clip to fasten it. The clip and the gauze could be easily removed in case he needed to use his aliens. Ben hoped that he wouldn't need to resort to that, but with his luck, he wouldn't be surprised.

When they left the apartment, Clark hailed a taxi, and the two headed to Clark's office. As they got out of the cab, Ben's jaw dropped. He'd seen this building before!

"You work _here_?" asked Ben as he gestured to the golden planetoid that topped the Daily Planet.

Clark shrugged. "Yeah. Why, do you know this place?"

Ben lowered his voice, so that no one could overhear. "I 'arrived' not too far from here. That building was the first thing I saw."

Clark grinned. "Well, now you have a landmark."

Before Ben could respond, he saw a woman waving at them. Specifically, at Clark. As she walked over to them, Ben saw Clark's eyes light up. Ben could see why. The woman was certainly attractive, with a good figure, long black hair and a cute face. She wore a purple dress jacket and a short, white skirt.

"Hey, Smallville." the woman greeted. Ben blinked. Smallville? She had nicknamed Clark after his hometown? That was kind of weird. Or was it some sort of pet name?

The woman continued. "So, who's your new friend?"

Clark smiled. "Ben Tennyson, I'd like you to meet Lois Lane, head reporter for the Daily Planet."

Ben shook Lois' hand. Both had polite smiles on their faces.

"So, Ben," said Lois, "how do you know Smallville here?"

Ben paused for a moment, remembering what Batman had written down.

"Well, his family and mine were close, so I'm staying with him until I get my place up and running."

Lois looked confused. "Can't your family do that?"

Ben looked down, his good mood vanishing. It was still hard for him to say it out loud. There was a good chance that it always would be.

Clark noticed his young friends' discomfort, so he decided to take over.

"His family was recently killed in an accident, Lois. My family is all he's got."

Lois put a hand to her mouth, then put a hand on Ben's shoulder.

"I'm so sorry."

Ben shrugged. "I'll be okay."

Lois nodded in understanding, then turned to address them both.

"Come on, Smallville, we can give the kid a tour of the place."

Clark nodded, then guided Ben inside the building.

…

Ben stared at the huge office, slightly in awe of his surroundings. He had always thought that journalists worked in cramped little offices or worked out in the field. Not true with the offices of the Daily Planet, though. This room was bigger than the Batcave! It had high ceilings, a great view of the city, and every reporter there had an enormous desk to work from. Ben figured that this was the five-star hotel of journalism.

After a while, he turned his attention to Lois and Clark. Lois was currently chewing out a redhead named Jimmy Olson, while Clark was trying to defend whatever Jimmy had done. It was actually kind of funny. It reminded Ben of when it was just him, Gwen and Kevin. Usually, it was Ben who had done something wrong, Kevin giving him grief, and Gwen giving Kevin grief over giving Ben grief.

The memory of that made him frown. It was saddening to remember that he would never see them again, but it wasn't as soul-crushing as it had been a few days ago. While he had been at the Kent farm, he had told Martha, Jonathan, Kara and whichever League member that was there that day stories of his adventures. It had become his own personal therapy. Each time he talked about it, it became easier to think about without bursting into tears. He still had a while to go, but he was getting better.

While the three Daily Planet employees argued, Ben glanced at the walls. Every three feet or so was a framed copy of their newspaper, the oldest going back several years, which had the first official appearance of Superman on it. Other front-pagers had more stories on either Superman or the Justice League, and all seemed to have been written by either Lois or Clark. Ben smirked whenever he saw Clark's name under a Superman article. It seemed kind of self-aggrandizing.

Further thought was interrupted as a middle-aged, balding man burst through the doors and ran up to the journalists, urgency and worry written on his face.

"What is it, Perry?" Clark asked, seeing the concern on the man's face.

"Bizarro was just spotted heading in this general direction." Judging from the way that everyone tensed up, Ben guessed that Bizarro was a super villain, and a bad one at that. The older man, Perry, continued.

"Lois, Clark, get down there in case Superman shows up. Olson, go with. And you, kid, whoever you are" Perry directed a stern look at Ben, "don't go anywhere and don't touch anything."

"Hey Smallville," said Lois, as she raced to her desk, "you and Jimmy go on ahead, I need to get my stuff."

The two men nodded and ran off.

While Lois was gathering her things, Ben walked up to her.

"So this Bizarro," Ben began, "he's pretty bad, right?"

Lois gave him an 'are you serious?' look.

"Think of a twisted, evil, stupid version of Superman," she explained, "and you'd hit the nail on the head."

Ben swallowed nervously. He'd seen what Superman was capable of, and now he found out that there was an evil twin? Just great.

"I'm afraid Bizarro is the least of your worries, love." A voice with a British accent suddenly spoke up from behind them.

Ben and Lois spun to see a man in a trench coat behind them, his face covered in bandages. Ben blinked. How the heck had anyone missed a guy like that?

"That voice…" Lois began to say, and Ben was quick to pick up on the tone of alarm.

"Oh, that's so sweet," said the man mockingly, "you remember your old friend Metallo."

With that, the man ripped off the coat and bandages.

Ben's eyes went wide at the sight. He wasn't exactly sure what he was looking at. It looked like a human man, but most of his torso, right arm and the right half of his face were replaced by gleaming metal. Or rather, it was more accurate to say that the (apparently) fake skin around those areas had been ripped off, leaving them revealed for all to see. The exposed half of his face looked like a metal human skull, and a sinister green light glowed from the eye socket.

 _Now that's just wrong_ , Ben thought, _I'm the only one who should have glowing green eyes_.

"What do you want now, Metallo?" Ben had to admire the fearlessness in Lois' voice. "Do you have anything to do with Bizarro coming here?"

"You'd be surprised what kind of distraction Bizarro will make if you offer him a cookie and a chance to kill Superman." The human half of Metallo's face grinned sadistically. Then he began to walk towards them. "But before he dies, I think I'm going to hurt him by killing _you_."

"Ben, run! He's after me, not you!" Lois tried to run to the stairs, but Metallo blocked her escape, swiftly seizing her by the throat in the process.

Ben froze for a moment.

' _What should I do?!'_ He wondered. He didn't want to turn into an alien here, there were still people working here.

And besides… did he really want to this again?

Did he really want to go back to being a hero?

In Ben's mind, if he chose to be a hero again, he'd never stop. He would once again face the possibility of the people around him getting hurt…or even getting killed… because of villains who would try to get to him though his friends and loved ones. The pain of losing his family, of losing Julie, had still not completely faded over time. It was there, looming over him, plaguing him and mocking him with the memory of his misery, of his greatest failure as the so-called 'hero' Ben 10.

But then, just as indecision was about to overwhelm him, he suddenly started to remember all the times that he'd saved people. From stopping robberies and rescuing a little boy from a fire, to even the time he had saved the Highbreed from extinction, he remembered it all. Had he asked for anything in return? No, he'd only helped people because it was the right thing to do, because every time he had done so, he had felt incredibly happy to help someone in need.

And since Metallo had obviously less-than-friendly intentions towards Lois, Ben couldn't just look the other way. In the end, that's not who he was, who he had been raised as.

Still, there was no way that he was giving up his secret identity. Not this time around.

Ben quickly bolted across the room, as were the few other people who hadn't already left. But unlike them, Ben wasn't trying to run. He slid behind a desk, and he was grateful that it had wheels. He began to push.

Across the room, Lois was beginning to lose consciousness as Metallo choked her with his exposed hand.

"You have no idea how long I've waited to do this." Metallo sneered.

"Hey! Tin Man!"

Metallo turned his head to see a very large desk headed towards him, being pushed by what looked like a kid. Honestly, he hadn't seen that one coming. His grip loosened in surprise, allowing Lois to fall to the floor and crawl away. The desk slammed into Metallo's legs, causing him to fall on top of it. The combined momentum carried both the desk and Metallo towards the window. It shattered, sending both desk and super villain plummeting twelve stories down.

As Lois was working on getting air back into her lungs, she noticed Ben trying to do the same. She was more than a little shocked. Ben had attacked a super villain? Not only that, he had knocked him out of a window? She wasn't sure if that was brave of him or very, very stupid.

Ben stretched his arms and grinned at Lois.

"Well, that takes care of him, huh?"

Lois shook her head. "He's gone toe-to-toe with Superman. A fall like that's only gonna make him mad."

Ben leaned his head out of the shattered window. There was no one else on the street. People had learned years ago to evacuate and seek shelter whenever a superhero brawl was about to commence. Ben could see the broken remains of the desk, and a figure getting up. A gleaming, metal figure.

"Aw, man," said Ben. He looked at Lois. "How mad do you think he's gonna be?"

Lois gave a small, sympathetic smile. "He's going to want to kill you."

 _Story of my life_ , Ben thought grimly, but outwardly, he only looked worried.

"Uh, I'm gonna go now." Ben tried to act as nervous as possible, while backing towards the stairs.

Lois nodded. "Yeah, I'm going to see if I can get to Superman. He should be able to stop Metallo."

Ben raised an eyebrow. "But Metallo is right outside."

Lois raised a notepad and gave a cocky grin. "I never miss a story on Superman in Metropolis."

Now it was Ben's turn to wonder if Lois was either brave or very, very stupid.

…

The two parted ways, with Ben heading out the back door. He cut around the side of the Daily Planet building, where he could see Lois trying to get past Metallo again, with the same lack of success as before, receiving a backhanded strike across the face. Ben scowled, but took a few steps back. He then ripped off the gauze and activated the Ultimatrix. He cycled through his aliens until he reached one of his veteran forms; one that would work perfectly against a machine, and might even be able to help Superman in his own fight.

"It's Hero Time!"

…

Metallo was about to crush Lois Lane. In fact, he was so sure that he would succeed that he was already planning the murder of that kid that had knocked him out of the window. However, he was distracted by a green flash, and the shout of a mechanical voice.

"UPGRADE!"

A figure strode out of the alley. It was vaguely humanoid, in that it had two arms, two legs and a head. The similarities stopped there, however. The back and head of the thing was black and covered and covered with green circuitry. The front was white, save for a strange symbol on its chest. A single eye glowed on its otherwise featureless face. The eye narrowed.

"Okay, ugly," the creature took a fighting stance, "let's go!"

Metallo snarled, dropped Lois and then charged the thing. This was getting out of hand. First that kid, now this… whatever-it-was. Was there to be no end to this interference? "I don't have time for this nonsense!"

"Well too bad for you, Rusty! Time to wrap things up!"

Upgrade leapt at Metallo, but didn't strike him. Instead, his body became more blob-like, and then wrapped itself around Metallo's body!

Lois' jaw dropped. Well, that was new!

"What the-Gahh!?" Metallo yelled as he was enveloped by Upgrade's elastic body. "G-get the hell off of me, you freak!"

Metallo struggled in vain to dislodge his attacker as the alien somehow seeped into every part of his mechanical body. To the outside observer, Metallo appeared to have been completely covered in tar and green circuitry. After a moment of flailing about, Metallo suddenly froze, then stood straight and walked over to Lois, who backed off warily.

"Relax, Miss Lane," said Upgrade/Metallo, "I'm not going to hurt you."

Lois wasn't convinced. "Well, considering that you were trying to kill me a minute ago…"

Upgrade/Metallo shook his head. "That was Metallo, not me. I have control over him now; he can't do anything anymore." Just then, a small green circle appeared on Upgrade/Metallo's featureless face and flashed as he spoke. "See?"

"Who are you? What are you doing here?" Lois might have been afraid, but she was an investigative reporter. It was in her nature to seek answers.

Upgrade/Metallo would have smiled if he had a mouth.

"First off, you can call me Upgrade. Second, I'm just here to help." Upgrade/Metallo looked around for a moment. "I don't suppose you know where Superman is?"

As if in answer to his question, a smoking figure hurtled through the air, crashing through a building behind them; he was quickly followed by a familiar red-and-blue figure. Upgrade/Metallo looked back at Lois.

"Never mind," he said, "I think I know where to find him."

Turning away, two rockets somehow grew from Upgrade/Metallo's back, which in turn sprouted stabilizer fins. Lois blinked. Metallo had never been able to do _that_ before! Upgrade/Metallo gave her a two-fingered salute before rocketing away.

Lois smiled as he left, before quickly taking down notes of what she had just witnessed. She now had what all journalists lived for.

A brand new story.

…

Superman was getting annoyed. Bizarro was difficult to deal with at the best of times, but this was the fifth time he'd had to smash the twisted clone through something. Why couldn't he just give up? His musings were interrupted by the sight of Bizarro struggling to his feet. Superman sighed.

Maybe the sixth time would be the charm.

Before he could move, a bright green beam of energy struck Bizarro in the chest, driving him to the ground again. Superman turned in midair to see what looked like a man made out of black paint and green circuitry rocketing towards him. The only thing that gave away his identity was a familiar symbol on his chest. Before he could say anything, the figure held up a hand.

"Call me Upgrade."

Superman nodded. "So, what's this one do?"

Upgrade/Metallo spread his arms wide. "I can take control of machines, and then make them better. This is what happened when I grabbed Metallo."

Superman's eyes went wide. "Metallo!? What was he doing here?"

"He was trying to kill Lois. Don't worry," he added, after seeing the panic in Superman's eyes, "I stopped him, and Lois is fine."

Superman sighed in relief. "Thank you."

Upgrade/Metallo shrugged. "No problem; I'm just doing the hero thing."

Both heroes noticed Bizarro getting back to his feet.

"What do you say we end this?" Superman began charging his heat vision for emphasis.

"Sure," said Upgrade/Metallo, "let's see just how powerful I can make this guy."

Both of Upgrade/Metallo's arms became cannons. A third, larger cannon grew from his chest, and a small rack of missiles morphed from each shoulder. All of these weapons fired at once, joined by a green beam of energy from his eye, as well as Superman's own heat vision. The combined blast made a considerable crater in the ground, and left a smoking and thoroughly smacked-down Bizarro. The two floated down to street-level.

Upgrade/Metallo froze for a moment, until Upgrade separated himself. Metallo fell to the ground, but instead of collapsing, he remained frozen in the same position.

"What… what did you do to me!?" Metallo could barely get the words out, as his jaw was clenched shut.

Upgrade explained, just as Lois Lane and several other reporters arrived. "Before I left, I shut down every one of your systems except for your mind, your eyes, and your voice box." Upgrade looked up for a moment. "Of course, now I wish that I'd shut that last one off too."

Metallo could only snarl in response.

The reporters all laughed, while Superman gave a grin. Upgrade turned to Superman.

"Think you could give a lift? I need to get something."

Superman looked confused for a moment, but nodded and grabbed Upgrade under his arms and took off before the reporters could ask any questions. Superman landed on a rooftop several miles away, where Upgrade looked around for a moment to make sure that no-one could see them. When he was satisfied that they were alone, he turned back to normal.

"I thought you said that you didn't want to be a hero anymore?"

Ben looked down at the streets below. "I was always taught by my parents and grandpa to do the right thing; to help other people to the best of my abilities." Ben grinned and held up the Ultimatrix. "And thanks to this, I've got a whole lot of abilities."

Superman smiled back, but then looked away. "I thought you blamed that watch for what happened to them."

Ben's smile faded. "Maybe I still do. But I do know that they would be disappointed if I didn't do what I believe is right. I don't know, maybe I'm trying to honor them by living up to what they taught me."

Superman nodded, then put a hand on Ben's shoulder. "I do the same thing; I try to live up to what both my Earth parents and my Kryptonian parents taught me."

"Thanks, Clark."

"No problem, Ben." Superman frowned. "So, what was it that you needed to get?"

Ben shrugged. "Something that I left at your parents' house. I'll be back in a couple of hours."

Superman tilted his head. "So, why did you need me to carry you here? You could have just transformed into Jet Ray right there."

Ben stared at Superman for a moment, then slapped his forehead.

"I am such an idiot." He mumbled.

Superman was still laughing minutes later when Jet Ray took off towards Smallville.

 **. . .**

 **Smallville**

Ben arrived at the Kent farm, still kicking himself over completely forgetting that he could transform immediately. He had flown through an open window in the farmhouse, then transformed back to normal. He walked over to the house and opened the door to the sound of cheering. Confused, he followed the sound to the living room, where he spotted Martha, Jonathan and Kara clapping and celebrating whatever was on television. Ben was embarrassed when he realized what they were cheering about. They were watching him help Superman beat Bizarro on a news report! Apparently there had been a news crew recording the entire fight.

 _Oh well_ , thought Ben, _at least here I'm getting_ good _press._

Supergirl, courtesy of her super hearing, heard someone come in, even over the volume of the television and the cheers. She turned to see…

"Ben!" she cried. The elder Kents turned to see Kara tackle Ben with a rib-cracking hug. "That was so cool!"

"Kara!" Ben gasped, "Air!"

Kara quickly let go. "Sorry!"

"It's okay," Ben replied as he rubbed his sore side, "just remember that I break easy when I'm human."

"We just saw what you did," Martha said as she placed a hand on his shoulder, "I'm sure that your family would be proud of you."

Ben felt so much pride when he heard that.

"Plus," added Kara, "the way you used Metallo to beat down Bizarro? That was awesome!"

"Thanks, but I think that Clark did most of the work, I just finished him off." Earlier in his superhero career, Ben had often bragged of his accomplishments; now he was more mature, and knew how to be modest.

"Wait, why are you back here? I thought you'd still be in Metropolis." Kara tilted her head in confusion.

"I forgot something here," explained Ben, "and if I'm gonna be doing the hero thing again, I'm going to need it."

He quickly went upstairs, but came back down only a moment later, once again wearing his green jacket. It was only a simple change, but it seemed to make him an entirely different person. His eyes seemed to shine, and there was an almost cocky grin on his face.

"Hello, world," he said, "Ben 10 is back!"

 **. . .**

"Looks like it's about time."

If the others hadn't been preoccupied with congratulating Ben, they would have noticed something rather out of the ordinary for the town of Smallville. A little ways from the Kent house, in the field across the road, a figure dressed in dark clothing and hood could be seen watching the Kents and the wayward hero talking and laughing through the front windows of the house. The figure watched for a moment, then turned around and walked away, the surrounding air suddenly distorting before them as a black portal opened in front of them and they walked through it.

Before it closed again, and if one had been close enough to hear, they would have heard the words that he addressed to the oblivious shape-shiftier… and seen a hint of the grin that had etched itself across their pale features, or heard the excited burst of laughter laced with anticipation that trailed off as he vanished.

"I can't wait to get things started!"

 **A/N: Before you start questioning or asking me who this is, I'm telling you right now, the Mysterious Figure is NOT Hex. Rest assured, this guy is someone you need to watch out for. You'll be seeing him again sometime.**

 **Like and Leave a Review. I'm always looking for Feedback to improve!**


	4. Laying Down Roots

Ben 10: Unlimited

Chapter 4

Laying Down Roots

 **Metropolis**

Jet Ray made it back to Clark's apartment several hours after leaving the Kent farm. From there, he easily made his way to the Daily Planet building, where he found Clark and, to his surprise, Lois. Clark gave a small smile when he noticed Ben's trademark jacket. Lois, on the other hand, was considerably less happy.

"Where were you!?" Ben could tell that she was more than a little annoyed with him; probably because he'd disappeared near the presence of a psychotic super villain. "After Metallo attacked, I couldn't find you anywhere! What happened?"

Ben put up his hands in a placating gesture. "Sorry, after Metallo got up, and you said that he would probably try to kill me, I freaked out. I got lost for a while, then I wound up at Clark's apartment. I got my jacket, then got directions back here."

Lois' expression changed from worry to skepticism. "How did you get into Kent's place?"

Ben's smile turned slightly condescending as he turned to Clark. "You might want to consider locking up when you leave home, Clark."

It was a lie, of course, but hey, Ben figured that it would make a convincing cover.

Lois turned a glare towards her colleague. "Really, Smallville? I swear, if you were living in Gotham, you'd have been robbed a dozen times over by now."

Clark shrugged. "Well then, I guess it's a good thing that I _don't_ live in Gotham."

Lois rolled her eyes. "Whatever, I need to head home and finish my story on this new guy, Upgrade. After the Thanagarian invasion, the world could use some more heroes." She gave Ben a small smile. "See you around, Ben, and while I'm glad you're safe, try not to do anything stupid anymore, okay?"

Ben gave a grin. "No promises."

After rolling her eyes again, Lois left. Clark began walking back to his apartment with Ben in tow. Along the way, Ben had to ask.

"Does she know about, uh…?" Ben quickly placed his fists on his hips, mimicking a pose that he'd seen Superman make in several photos.

Clark shook his head. "No, she doesn't know who I am, and I hope that she never finds out, for her sake; I don't want her placed in any more danger than she already is."

Ben thought about this for a moment; it made sense, save for one thing: it seemed that Lois Lane was already in as much danger as possible. From the stories he'd heard from the Kent family during his stay, Lois was always getting kidnapped, falling off of buildings or getting attacked by super villains. Knowing who Superman was wasn't going to make her life much more dangerous, if at all.

"But… you're in love with her, right?"

Clark's head snapped around so fast that Ben could actually hear the tendons crack. "How could you tell?"

Ben smirked. "Dude, I could see you giving her goo-goo eyes the second she showed up."

Clark scratched his head. "That obvious, huh?"

"Yeah. So, what's the problem? Why not just ask her out? You don't have to tell her your big secret."

Clark looked down at his feet. "She has a thing for Superman."

Ben stopped walking. He blinked several times. "Okay, let me see if I've got this right: you like her, she likes Superman, you are Superman, and therefore Superman must like her too."

Not completely sure where Ben was going with this, Clark only nodded. Ben took a deep breath.

"So why don't you make this easy and _just freaking tell her who you are_!"

Clark opened his mouth to respond, but no words came out; he had nothing to counter Ben's suggestion. Ben pinched the bridge of his nose, his brow furrowed in exasperation.

"Geez, I knew you were invulnerable; I didn't know you were dense!" Ben started walking again.

Clark caught up with him after a moment. "Wait, how do you know about dealing with this sort of thing?"

Ben rolled his eyes. "I told Julie that I was a superhero after our first date. It probably saved me a lot of guilt later on." It still stung to think about Julie, but it was dulled by his frustration with Clark.

Were all the superheroes in this universe like this, or was it just Superman?

They continued to Clark's apartment in silence, both lost in thought; Ben, who was questioning the intelligence of the people in this universe, and Clark, who had to think on what now seemed like a very obvious hole in his logic.

By the time they arrived at the apartment, Ben had finished fuming and Clark had finished kicking himself over being an idiot. They were, however, very surprised to find someone sitting at Clark's table, sipping a cup of coffee.

"Hey Clark, hey Ben." A very cheerful Kara Kent waved at them.

"Kara? What are you doing here?" Clark frowned. "Shouldn't you be in school?"

"Check your watch, cousin," Kara smirked, "it's Friday, and school ended hours ago."

Clark groaned, while Ben grinned. Apparently, Clark had been so lost in thought that he'd barely been able to get home, much less know the time. When Kara got up to put away her coffee cup, Ben noticed something: she was in her costume. Ben had never seen her wear it before; sure, she was a superhero and apparently all superheroes wore costumes, but he'd never seen Kara in hers. She wore a white t-shirt with the "Super-logo" on it, as well as a short, blue skirt, red boots, white gloves and a short red cape that hung from the shoulders of her shirt.

"Not that I mind your company or anything," said Ben, "but why are you here, Kara?"

"I help out Superman whenever I'm in Metropolis." Kara explained. Then her smile grew impish. "And since you're back in the hero game, I figure I should see what you can do besides lift hay bales."

Ben grinned right back at her. "Oh, bring it!"

Clark smiled. This was certainly an improvement from the Ben he'd seen a week ago; he could tell that he was still upset about the loss of his family, but at least now he had some fire in him again.

"Why don't you two patrol Metropolis for the day; if you need me for anything, just call me."

Ben frowned, not really understanding until Clark tapped on his ear to indicate his super hearing. Supergirl smiled, then went to the window.

"You coming?" she asked.

In answer, Ben activated the Ultimatrix and slammed the dial.

"JET RAY!"

The two aliens flew out the window a moment later. Clark stared after them for a minute, then sat down at the table, his mind drifting back to Lois, and Ben's words regarding her.

 **Downtown Metropolis**

"This is so boring!"

Jet Ray looked at Supergirl in confusion. Really? They'd only been patrolling for fifteen minutes, and she was already bored? Maybe it was because she was still a little new to the whole hero business, but her impatience was still surprising.

"Hey, don't worry about it; in my universe, I'd usually have a couple of weeks' worth of patrols behind me before anything happened."

Supergirl looked at him as if he'd grown a second head. "How did you not go insane?"

Jet Ray shrugged. "Usually because I spent that time bugging Kevin."

Supergirl groaned. "But I just want something to happen."

It was at that moment that a large explosion rocked the street, and several armed men ran out of what used to be the front of a bank towards an armored car.

"You were saying?" Jet Ray turned to Supergirl, but she was already rocketing towards the criminals. Jet Ray sighed. The way she'd rushed into the situation reminded him of himself when he'd first found the Omnitrix; he had always acted like he was invincible. Still, he supposed that Supergirl had a right to be a little cocky; as far as he'd seen, Kryptonians were nearly invincible. Still, he decided to keep an eye out, just to be on the safe side.

Supergirl wasn't worried. These were just common thieves, and she was bulletproof. This was an easy chance to show a veteran like Ben her stuff. She landed in front of the armored getaway car.

"Alright boys," she began, "fun's over; drop the money and the guns and I won't have to send any of you to the hospital."

All but one of the thieves looked at each other nervously. The last one, the leader, smiled, much to Supergirl's surprise. Sure, she hadn't been doing this for as long as other heroes, but normally thieves either surrendered or shot ineffectually at her. The only ones who smiled were super villains, or had…

"I knew this would come in handy today." The man's grin grew wider as he pulled out a piece of glowing green rock from his pocket.

Supergirl's eyes widened as she felt the effects of the Kryptonite. In an instant, she felt sick and weak from the radiation the stone gave off. As she collapsed to the ground, she berated herself. She should have known something was up the minute she saw the smile. She should have put some distance between her and them. She should have…

She never finished her thoughts on what she should have done, as a beam of green energy drove a furrow in the street between her and the thieves. Jet Ray swooped in to hover over the small trench.

"Back off, boys. Don't make me hurt you." Jet Ray all but growled the words. He had been content to let Supergirl handle this, thinking that it was only a few thugs, and she did seem to need to let off some steam, but when he saw the light from that stone cause her obvious pain, he knew that it was time to help.

The thugs pointed their weapons at the red manta-ray. They obviously had no fear of any aliens save Kryptonians. Jet Ray had a mind to change that, but he still needed to shield Supergirl from that stone. He slapped the Ultimatrix dial on his chest. In a flash of green light, Jet Ray was replaced by what looked like a gorilla made out of red, blue and yellow Lego blocks. Like nearly all of Ben's forms, the Ultimatrix symbol was displayed on his chest.

"BLOXX!" the creature yelled.

Before the stunned criminals could react, Bloxx leapt backwards. His body extended and connected, forming a dome around Supergirl that protected her from the Kryptonite's harmful radiation. On the inside of that dome, Supergirl rose shakily to her feet as she recovered. She jumped a little in surprise as Bloxx's face constructed itself in front of her.

"You okay?"

Supergirl squinted at him. "Ben?"

"Call me Bloxx." Bloxx's attention drifted for a moment when he felt bullets pelt body. Some of them pierced through, and a few more of those hit Supergirl, but since Bloxx could regenerate and Supergirl was bulletproof, the only thing they needed to worry about was the guy with the Kryptonite.

"What happened, Kara?" Bloxx turned a concerned face at Supergirl. "Why did that rock hurt you?"

"Kryptonite." Supergirl explained. She hadn't recovered as quickly as she'd have liked. While Bloxx was protecting her from the harmful light of the green rock, he also blocked the rejuvenating effects of Earth's sun. "The radiation is poisonous to Clark and I."

Bloxx nodded. "Let me take care of that, then. Think you can take care of the others?"

Kara nodded. "Y-yeah, no problem."

Bloxx noticed the lack of confidence in her voice, but decided to talk to her about it later. Right now there were bad guys who still kept shooting him, and it was really starting to tick him off. Focusing his abilities, two arms grew from the dome, wrapping around the hands of the leader of the thugs and, more importantly, around the Kryptonite that he held. Bloxx's body changed back to his regular form and ran towards the man, ignoring the bullets that continued to hit him, and delivered a wicked head-butt to the Kryptonite-holder. Keeping his hands wrapped around the stone, he stepped back to observe.

Now exposed to the sun's energy, and free from the threat of the Kryptonite, Supergirl attacked with a vengeance. The remaining criminals were out cold in less than a minute's worth of punches and kicks. As the crowd of people that had gathered cheered, and the police arrived to take the would-be bank robbers into custody, Bloxx extended his arms to grab the top of a building and pulled himself up. Supergirl quickly followed.

After a few moments of roof-jumping, Bloxx sat down after making sure that the Kryptonite within him was secure and wouldn't be a risk. Supergirl joined him a moment later. Bloxx could tell that she was depressed. Her face was tilted down, and she was hugging her legs to her chest.

"You okay?"

Supergirl looked up at him. "No, not really, but I don't want to talk about it."

"Trust me," said Bloxx, "we should; it'll do you a world of good. But maybe we should get rid of this Krypto-whatever first." He held up a fist that contained the rock for emphasis.

Supergirl smiled. "Kryptonite."

Bloxx rolled his eyes. "Whatever." Then he slapped the Ultimatrix dial. After the green light faded, Kara saw a green, humanoid gooey creature with a small UFO hovering over its head.

"GOOP!" The creature's voice was squeaky and sounded like it was being spoken underwater. Kara could spot the Kryptonite in Goop's hand, but her eyes widened as she saw the stone dissolve right in front of her!

"Acid." Explained Goop, as if it were obvious. Once the Kryptonite was completely dissolved, Goop slapped the Ultimatrix dial once again, only to turn back into Ben, who sat down in front of her.

" _Now_ do you want to talk about what happened?" Ben's face clearly said that he wasn't going to take no for an answer.

Supergirl sighed. "I messed up. Superman's been teaching me to fight smarter but, I don't know, I just wanted to prove myself, so I ran in without really thinking."

Ben leaned back, surprised. "You wanted to prove yourself? To who, me?"

Kara nodded.

"Look," Ben said, "you don't need to prove yourself to me; anyone who can lift buildings and shoot lasers out of their eyes, and isn't trying to take over the world, has my respect."

"But you don't get it," said Supergirl, "you've saved your entire universe; people still see me as Superman's sidekick."

Ben shrugged. "So what? All that means is that you work harder to show that you're your own person, and eventually people won't see you as a sidekick, they'll see you as a hero."

Supergirl smiled, so Ben took that as a sign that he was getting through to her.

"Now, as for what happened," Supergirl's face fell again at Ben's words, "you would have been fine if that guy hadn't had the Kryptonite. Other than that, you were a little overconfident; it's okay, I was like that for years, and I almost always had to have someone else save my sorry butt because of how I acted. I'm pretty sure that's why the Justice League was founded, so that heroes could watch out for each other."

Kara felt her spirits rise. If Ben could rise above his flaws, then darn it, so could she!

"Thanks, Ben."

Both heroes rose, and Ben patted Supergirl's shoulder. "Well, I learned not too long ago that it's good to talk about this sort of thing with a friend." Then he activated the Ultimatrix and turned into Jet Ray.

"Come on," he said as he took off, "we've only been doing this for a little while; let's check around the rest of Metropolis before we head back to Clark's place."

Supergirl laughed as she flew into the air. "Knowing him, he's probably been worrying since the minute we left."

Jet Ray joined in the laughter as they flew back to Clark's apartment. Unbeknownst to them, however, a certain superhero had been listening in on what they had been doing since leaving his apartment, only stopping when he heard his phone ring; his caller ID had showed that it was someone who usually _never_ called.

…

When Ben and Kara arrived at Clark's apartment a few hours later, they noticed Clark sitting at the couch with a rather thoughtful expression on his face.

"What's up, Clark?" Kara never liked it when people had that expression; with her teachers, it usually meant extra homework.

"Sorry, Kara, but I've gotta take Ben somewhere; Batman needs him for something."

Ben's eyebrows rose. Batman actually asked to see him? "What, did run he run out of bats to chat with or something?"

"Not exactly, Ben."

Clark turned to Kara. "I also have some League business to take care of. Do you think that you can handle things tomorrow while I'm gone?"

Kara was shocked. Clark was willing to give her that kind of responsibility, even for one day? She glanced uncertainly at Ben, who gave her a grin and a thumbs-up. Her confidence bolstered by his support, she nodded at Clark. Then she frowned.

"Wait, why are you waiting for tomorrow? Can't you leave tonight?"

Clark shrugged. "I've given up trying to figure out why Batman does what he does."

"You're probably better for it." Ben muttered.

Both Kryptonians smirked, but said nothing. Clark left for his room; it was getting late, and he was getting tired. Kara got ready to return to Smallville; it wouldn't take her long to get back, and Ben was sleeping on the couch. Before she left, however, she grabbed Ben in a crushing hug.

"Thanks for the talk, Ben."

"Kara!" Ben gasped, "Air!"

"Sorry!"

Kara quickly opened the window and flew out, not looking back. She might have wanted to, as she would have found seeing Ben sitting on the couch, trying to get oxygen back into his deflated lungs, to be hilarious.

…

The next morning, Ben awoke fairly rested. He hadn't woken up in the middle of the night, though the nightmares persisted. Maybe he was just getting used to them, which wasn't a very pleasant thought for Ben. After breakfast, he transformed into Jet Ray while Superman got into his costume. Once they left Metropolis behind, the two flew in silence for a few minutes, with Jet Ray only slightly behind Superman, since he had no idea where they were headed.

"So, where are we headed, and why are we headed there?"

Superman turned his head towards Jet Ray. "Batman needs you in San Francisco; he said that it was important if you were going to live in this universe."

Jet Ray nodded in understanding. Maybe it was some government thing that was based in that city. If Batman said it was important for him to be there, then it probably was.

Superman spoke up again. "By the way Ben, I wanted to thank you for before."

"For what?" Ben asked, not quite sure what the Man of Steel meant by that.

Superman smiled. "First, for what you said about me and Lois; I guess I really needed to have that shoved into my face."

"Does that mean that you're gonna tell her?"

"I don't know; it would be a big step. There aren't a whole lot of people outside of the League who know who I really am." Superman paused for a moment. "But I am giving it more thought."

"Well hey, it's just advice; I just think it might make things easier for you if you want to start something with her."

The two flew in silence for a few minutes before Superman spoke again.

"And I need to thank you for one other thing."

"And what's that?"

When Superman spoke, there was genuine gratitude in his voice. "Thanks for saving Kara, and for telling her what she needed to hear."

Jet Ray's flight wavered for a minute before he could get back on course.

"Hold on! You know about that? You were there?"

Superman laughed. "I don't need to be nearby to hear a conversation, and I can see through almost anything."

"That must make your day job a breeze." Jet Ray muttered.

"It does. I can't tell you how many times Lois has been mad at me for getting a story before her. Which is one reason why I have reservations about telling her."

"At least she can't kill you; Julie had an alien battlesuit that she could kick my butt with if I did something to make her mad."

Both heroes shared a small laugh. The rest of the trip was in silence, but this time it was a comfortable kind.

…

 **San Francisco**

The two heroes landed at the coordinates that Batman provided, which turned out to be an alley. Superman was only there for a minute before he had to leave, saying that Batman had asked for Ben to come alone; plus, he still had a meeting with the other members of the Justice League to go to. Once Superman left, Jet Ray turned back into Ben. He stepped out of the alley to see a limo drive up to him. The window cracked open wide enough to reveal its occupant.

"Get in." said Bruce Wayne.

Ben complied, and the two rode in silence for a while, until Ben couldn't take it any longer.

"Where are we going? Why did you call me here?"

For a moment, Bruce's face stayed in its normal, impassive expression; then his mouth turned in a small smile.

"Your new home."

"What?"

"You'll see."

After a few minutes of driving, the limo pulled into the driveway of a nice house. From the outside, it looked like a normal, two-story home. There was nothing unusual about it. Bruce and Ben walked to the front door, where Bruce produced a key. He opened the door, and Ben's jaw dropped at what he saw.

The outside of the house might have been ordinary, but the inside of what he could see was definitely not! It looked more like the homes of millionaires that he'd seen on TV and in movies before!

Bruce gestured for Ben to go inside. Further into the house, he saw an incredible living room, complete with a beautiful fireplace and an enormous television; there was a great kitchen, and through a glass door he could see all the way to the San Francisco Bay. He turned back to Bruce, but it took a moment for him to get his ability to speak going again.

"How did you get this? Why?"

Bruce smiled again. "I didn't get this for you, Ben; your parents did."

"Come again?"

"I've been spending the last few days constructing your identity in this universe; birth certificate, insurance, medical records. Everything that you will need if you're going to live here, including your parents' last will and testament."

Ben frowned. "How the heck did you get all of that stuff? I never even told you my parents' names; how could you have written up their will?"

"When you told J'onn to read your mind, he picked up more than just the memory of the two previous days. The pain was so fresh that you'd subconsciously focused on any and all information about your family, in order to keep them close, and J'onn read that too."

Ben's frown deepened. "Okay, next time I see that guy, he and I are going to have a little talk about personal boundaries."

Bruce shrugged. "It got you a home faster. Does it really matter now?"

"I guess not." It didn't mean that Ben was any more comfortable with the idea of someone seeing all of his personal information, though.

Bruce smiled, the turned around, heading for the door. "Take some time off. See what's around the city; after all, if you are going to live here, you'll need to see what you need to protect."

He paused in the doorway. "Oh, I almost forgot; here's something else that you'll need."

He handed Ben a small package; inside was a cell phone, a couple of bank cards and a driver's license. Ben looked at Bruce curiously.

"Another gift from 'your parents'. The cell phone has the numbers of everyone in the League, as well as the Kents'. The bank is a few blocks away. You might want to see just how much money you have; I have a feeling that you won't have to work for a long time."

With that, he closed the door. Ben stood frozen for a moment. And then, as if a switch had been thrown, Ben then jumped in the air, an ecstatic grin matching the excitement within him.

"THIS. IS. AWESOME!"

Bruce, who had been about to enter his car, heard the shout and allowed himself a grin before getting inside.

…

Ben spent a couple of hours exploring his new home, which included several more televisions throughout the house, a small room with a home gym in it, a large bedroom and a basement. Oddly enough, the basement was the only thing that wasn't decorated; it was just a basement. Ben had no idea why Bruce would leave that room untouched, but he figured that he'd have a use for it at some point.

There were a couple of computers that Ben quickly set up thanks to Grey Matter. All in all, there wasn't anything that he didn't like about his house. Ben smiled. His house. Two weeks ago, he was still living in his parents' house, now he had a place of his own.

After checking out everything in the house, he used his new phone to call the Kent home to let them know what was happening. Though he'd only known them for a week, but they'd become almost like surrogate grandparents to him. When he'd called them, he'd also asked for Kara's phone number to let her know as well, but they told him that Kara had a bad habit of accidentally holding her phone too tightly and crushing it; they did say that they would tell her when she came back the next day.

After that, Ben walked over to the bank; he was curious to find out just how much money his "parents" had left him. Once he did, a security guard had to ask Ben if he was OK. Apparently, he'd spent about five minutes not moving, just staring at the screen on the ATM.

As Ben walked away, he kept muttering to himself. "Twenty million… what, does Bruce keep that kind of money in a petty cash drawer or something?"

Two stops on his way back home were a supermarket and a clothing store. The cashier gave him a funny look when he bought nothing but black T-shirts and jeans, but he'd only shrugged.

"It's my style." He'd said.

Once he'd stocked up his kitchen, and his closet, he went back out to do a little exploring; he'd spent more time out in deep space than actually seeing his own home state, even if it was in another universe. He wandered around the city, not really looking for anything in particular, until he spotted something familiar; a very large sign showing a smoothie. Ben couldn't stop a very large grin from spreading over his face. A smoothie place; considering how many alien worlds he'd been to over the years that didn't have smoothies, he was actually a little surprised to find that this universe had his favorite drink.

He would have gone inside, but a fire truck sped by, its sirens blaring. Ben sighed; smoothies would have to wait. He ran to the nearest alley, then activated the Ultimatrix.

"It's Hero Time!"

. . .

 **One Month Later**

Ben kicked back on his couch, flipping through channels on his TV. He hadn't been that busy over the last few weeks. San Francisco didn't really have much in the way of super villains, not that Ben was complaining. In fact, aside from the occasional accident, fire or robbery, the city was pretty quiet, at least by the standards of a superhero. It was San Francisco, after all, and that city is not quiet.

 _Maybe that was why Batman got me a house here_ , mused Ben.

Still, he'd become a popular hero; at least, his aliens had become popular. He had no intention of people discovering his secret identity a second time.

Further thoughts were interrupted by a knock on the door. Ben got up, wondering who it might be; aside from members of the League visiting him every once in a while, he didn't really have visitors. Usually, he'd just patrol around the city, then stop by the smoothie joint he'd discovered; it was the one routine from his old universe that he'd held onto.

He opened the door to see Clark Kent and Diana with very serious looks on their faces.

"Hey guys," said Ben, "what's up?"

"Ben," said Clark solemnly, "there's something we need to discuss with you."


	5. Initiation

Ben 10: Unlimited

Chapter 5

Initiation

 **Smallville, Kansas**

Ben stood alongside Martha, Jonathan and Clark Kent, cheering for the graduating class of Smallville High School, their applause specifically directed at one graduate in particular that wasn't exactly normal compared to the rest of her class. So it was with a grin of self-satisfaction that Kara Kent accepted her High School diploma. As she walked away, Kara caught a glimpse of Ben in the audience, and waved at him, happy to see him there.

After the graduation ceremony, Kara rushed over to her family and friend.

"Thanks for coming, Ben; it means a lot that you came here."

Ben smiled at her. "Hey, on a day as important as today, how could I miss it?"

She had been pleasantly surprised to find Ben attending her graduation. He had apparently been trying to stay hidden in order to surprise her, but it was usually rather difficult to hide from someone with superhuman senses.

After receiving hugs from all four of her personal audience, the Kent family plus one returned to the farm. Most of Kara's graduating class was planning a party later that night, but Kara had a much bigger event to attend. Clark and Kara went upstairs to get into their costumes, while Ben began cycling through his various aliens. Upon finding the form he wanted, he slammed the dial of the Ultimatrix. Superman and Supergirl came back down the stairs in time to be greeted by the familiar flash of green light.

"SHOCKSQUATCH!"

The alien that Ben had turned into looked like a large ape, and had primarily yellow fur, with black fur covering the forearms, lower legs, waist and head. The face, feet and hands were grey-skinned, and a yellow, trident-like crest emerged from its forehead. The Ultimatrix symbol appeared on a belt around his waist.

Supergirl gave a thumbs-up, while Superman chuckled.

"You're going to make quite the impression with that one, Ben."

Shocksquatch shrugged. "Hey, if you're gonna meet people, make sure that they don't forget ya, eh?" Oddly enough, the alien spoke with a Canadian accent.

Martha Kent approached Superman. "Now, Clark, you take care of your cousin and Ben, all right?"

Clark smiled at his mother. "Don't worry, Ma, they're gonna do fine."

Martha smiled back, then rejoined her husband at the table.

"Have fun, kids!" Jonathan waved at them. The three heroes nodded, and Superman put a finger to the communicator in his ear.

"We're ready."

A white light surrounded the trio, growing brighter by the second. When it became too bright to look at, it cut out altogether. When the light disappeared, the heroes disappeared with it.

 **Three Months Ago**

" _Ben," said Clark solemnly, "there's something we need to discuss with you."_

" _Sure." Ben felt a little uneasy as he let Clark and Diana into his home; both of them seemed very serious, almost grim. He tried to remember if he'd done something wrong. Had he broken some law, or disobeyed a rule that superheroes had to follow? So far, no one had mentioned any wrongdoing on his part._

" _What's going on, guys?" Ben gestured for the two heroes to sit at his table, which they did._

" _There's something we need to ask you, Ben." Diana looked briefly at Clark, who nodded at her. "Do you remember what happened the day after we defeated the Thanagarians?"_

 _Ben shrugged. "I remember getting a little snappish with you guys; sorry about that, by the way."_

 _Diana smiled. "It's perfectly understandable, given what you went through. However, before we found out what had happened to you, we had originally been planning to offer you membership in the Justice League."_

 _Ben's eyes widened. He remembered Superman telling him that the world needed more heroes like him, and then interrupting him; had he really been about to offer him League membership? Still, looking back, Ben realized that immediately taking them up on that offer would have been a bad move; he had needed the time to grieve, which had led to him staying at the Kent home for a week._

 _Clark took over for Diana. "I know that it still hasn't been that long for you Ben, but we'd like to extend the offer again: will you join the Justice League?"_

" _Absolutely." Clark and Diana were slightly taken aback by Ben's lack of hesitation._

" _Are you sure that you don't want to think about it?"_

 _Ben smiled at them. "Aside from me, the only other real superheroes in my universe were Gwen, Kevin and Professor Paradox." Ben decided not to mention the Galactic Enforcers; those guys were decent heroes, but they could be downright silly. "Joining the Justice League is a chance for me to be part of something greater, to do more to help people; how can I refuse?"_

 _Thanks to her empathic abilities, Diana could feel the resolve in Ben's spirit, just as she could feel the pride in Clark's. She felt the same pride for this young man; he had been hurt badly, but he was still willing to fight on. Any Amazon would have been proud to fight alongside someone like him._

" _So," said Ben, rubbing his hands together in anticipation, "when do we start? I'd love to start smacking down some supervillains right now."_

 _Clark laughed at his young friend's enthusiasm. "Not yet, Ben; actually, we invited you pretty early, as sort of a thank-you for helping us during the invasion. In about another couple of months, we'll start sending invitations to other heroes around the world; then, we'll bring them all up to the Watchtower."_

 _Ben tilted his head in confusion. "Wait, I thought the Watchtower was destroyed."_

" _It was, but we're in the process of building a new one; it'll be better than ever, and can be a permanent home for any full-time heroes."_

 _Ben grinned. "Cool. So, who else are you inviting? How many other heroes?"_

 _Superman shrugged. "Batman is still looking over his files on them to see who's qualified, but I can tell you that there'll be a lot."_

 _Diana interrupted him. "And_ I _can tell you that you were the first on the list of candidates."_

 _If someone had told Ben that a few years ago, he would have let that sort of pride go to his head._

 _Now however, he only felt honored._

 _He was going to be part of something bigger than he had ever known._

 **The Watchtower**

The light of the teleporter faded, and Shocksquatch, Supergirl and Superman stepped out to see a massive room. It looked like it could have held at least a few hundred people! Shocksquatch and Kara looked around, impressed with what they saw. Superman smiled at them like a proud father, then waved over the rest of the founding members of the Justice League.

"Glad to have you with us." Green Lantern got a glare from Supergirl for only addressing Shocksquatch, so he grudgingly added, "Both of you."

"Yeah, welcome aboard, you two." The Flash slapped Shocksquatch on the hairy arm. Unfortunately, he got a mild electric shock out of it. "Ouch!"

"Sorry!" Shocksquatch rubbed the back of his head in embarrassment. "Guess I'm a little nervous; I built up some electricity without meaning to, eh?"

Green Lantern shook his head. "All right, all of you step off the teleporter; I've gotta go get some more recruits."

The League members, both new and old, walked down the stairs as the teleporter flashed again, sending the Lantern back down to the Earth's surface. Shocksquatch chatted with Flash and Wonder Woman, while Supergirl walked beside her cousin. As they passed by a window, Supergirl stopped to see an amazing view of the world below. Seeing her adopted homeworld reminded her that it was more than just an honor to be a member of the Justice League; it was a responsibility.

"Never gets old, eh?" Supergirl turned to see Shocksquatch watching the Earth below them. "I've been in space more times than I can remember, and even if it's not the same Earth, it's still one of the coolest things I've ever seen."

"Reminds me of what we have to fight for."

Shocksquatch nodded. "All the more reason to get to know the people we'll be fighting alongside; come on, I think some more are arriving now, eh?"

Supergirl followed his gaze, and indeed, there was another glow surrounding the teleporter; more new Leaguers were coming in.

"Come on," said a grinning Supergirl, "let's meet the team."

…

A couple of hours passed, and both Ben and Supergirl had split from each other, talking to the growing number of heroes. Early on, Ben went to find a secluded spot to transform back to normal; even though Azmuth had upgraded the Ultimatrix, he had still refused to give Ben access to the Master Control. That meant that he still needed to let the Ultimatrix recharge, though he could remain as an alien for up to an hour. After letting the watch recharge, he transformed again; this time into Diamondhead. He didn't want to accidentally shock anyone again.

Of the new members he met, he found a few that he immediately liked.

First was Steel, who seemed likable enough; apparently he'd created his suit of powered armor as an homage to Superman. Not that that was a bad thing in Diamondhead's mind.

Next were Vigilante and Shining Knight. They were a little goofy to him, but they seemed like they knew what they were doing. Plus, it was kind of funny to watch an armored knight from King Arthur's time and a cowboy working together.

Then there was Static and Gear, two young heroes from Dakota who, Diamondhead was surprised to discover, had helped the original members of the League stop the villainous Brainiac from rebuilding himself and save the first Watchtower. He had fun listening to some of the stories of their adventures.

Last was Zatanna; Diamondhead had a little difficulty talking to her. Not because she was incredibly attractive, though that certainly didn't help, but because she reminded him a little of Gwen. She was smart, kind, had a razor wit and could use magic.

He couldn't quite get over his hesitation with her. _She's not Gwen, so why should I have any problems with her?_ Diamondhead tried to reason with himself.

Further conversation was halted when Superman called for everyone's attention. He was standing on a higher level of the room, alongside Wonder Woman, Flash and Green Lantern. When everyone was quiet, he began to speak. Even though he was in the back of the crowd, Diamondhead had no trouble hearing Superman's booming voice.

"Each of you brings something different to the table. Strength, speed, stealth, whatever."

 _I can do all of that and more_ , thought Diamondhead with a hint of smugness.

"But we're all equal in at least one way. Each of us is willing to make the sacrifices a hero needs to make." Superman seemed to stare right into Diamondhead's eyes. "Even the ultimate one."

 _I know that better than most._

"Since there are so many of us, we can do more than just put out fires, both literal and figurative. We can be proactive; we can do some real good in the world, but we're going to have to be organized." Superman pointed upwards, and Diamondhead and several others followed to see a smiling Martian Manhunter. "J'onn will be up here, keeping an eye on everything; he'll be the one to decide who's going where and when. I know a lot of you are used to making those decisions by yourself, but from now on, we have to be more coordinated than that. We can't be cowboys anymore." Superman smiled. "Or cowgirls."

A few of the heroes in the crowd laughed, Diamondhead among them. Out of the corner of his eye, he saw Batman approach a guy in green with a bow and quiver on his back.

"We sent the Lantern for you because you never gave us an answer."

The blonde archer glowered. "Come on, I don't belong up here, fighting monsters and aliens and supervillains. I just help the little guy, and in a big club like this? You tend to forget all about him."

Diamondhead frowned, not really liking this guy's attitude. They were all heroes here; did it matter if they saved someone from a fire, or a giant monster, so long as they were saved?

The guy continued. "So gee whiz, I'm flattered to be asked and all, but no thanks."

Batman's eyes narrowed, but he turned and walked away, saying "Suit yourself." He paused, then turned his head towards the archer. "Those monsters you don't fight? They tend to step on little guys."

It took all of Diamondhead's willpower not to crack up then and there. _Nice one, Bats,_ he thought.

Meanwhile, J'onn had brought Green Lantern's attention to one of the computer screens. "It's some sort of nuclear accident. The sensors are showing a massive release of heat."

Green Lantern nodded. "I'll get down there and try to contain it."

The Martian stopped him from leaving. "That's the odd thing; it's not dissipating. It's moving in a straight line." He looked down at a digital roster of the League members. "Take Captain Atom; he might be able to absorb some of the radiation."

"Right." Lantern agreed, "And I could use some muscle for crowd control."

"Take Supergirl." J'onn raised an eyebrow at the Lantern's unhappy expression. "She's got to start sometime."

"Fine," Lantern grumbled, "but if I'm going in with two new members, I'm taking someone with more experience, too."

"Who did you have in mind?"

"Ben. If any surprises come up, he's the best suited to respond."

The Martian nodded as the Lantern flew up into the air. "Use a Javelin; the radiation's making it impossible for the transporter to get a fix on the location."

"Captain Atom!" Lantern barked, "Kara! Diamondhead!"

"'bout time." Supergirl headed in Green Lantern's direction with a cocky smile.

 _Here we go_ , thought Diamondhead. The two aliens joined Green Lantern, along with a man in a silver bodysuit with red boots, gloves and an atom symbol on his chest. He gave a nod of greeting to both of them.

As the four walked to the Javelin bay, the Lantern asked, "Any of you ever been to Chong Mai?"

"It's on the State Department's 'no travel' list." Replied Captain Atom, "It's a Class Three felony for American citizens to go there."

"I don't think that country exists in my universe." Captain Atom gave Diamondhead a funny look when he said that, but didn't say anything.

"Is it anywhere near Daytona Beach?" asked Supergirl. Green Lantern only groaned.

As the heroes walked to the elevator, Diamondhead got a good view of the Javelin bay. He'd never seen the League's original Javelin-7 ship, but from what he'd heard from the civilian crew that operated the Watchtower's day-to-day functions, the new Javelins were faster, tougher, and better armed. On the way to their Javelin, Diamondhead noticed the archer guy from before run up to them. Apparently, he'd taken a different elevator.

"You're not gonna leave me on Mount Olympus?" He almost whined the words. Diamondhead couldn't decide if he found this guy funny or annoying. Maybe a little of both.

"You can go back the way you came." Was Green Lantern's response.

"Uh, no. No one's playing pinball with my molecules again."

Lantern rolled his eyes. "All right, we'll drop you off _after_ we're done."

As the team walked up to the Javelin, Diamondhead noticed the archer hesitating. "Come on," he told the guy, "it's just like a road-trip except, you know, without the road." Seeing the guy roll his eyes behind his mask, Diamondhead tried a different tact. "So, I'm Diamondhead, and you are…?"

"Green Arrow."

"You sure you're not Robin Hood?"

"Ha ha. I get that one all the time."

"Ahem!" Both heroes turned to see Green Lantern tapping his foot. They quickly got inside.

As they found their seats, Green Lantern getting into the pilot's seat, Supergirl walked up behind him.

"So, you're gonna let me drive, right?"

"Whoa, wait a minute." Captain Atom had a worried expression on his suit-covered face. "Has she been certified in a Javelin?"

Supergirl sat down and gave him a look. "Why don't you take the stick out, Corporal?"

"It's Captain." Was the huffed reply. Diamondhead snickered while Green Arrow gave Supergirl a thumbs-up.

As the Javelin took off, Diamondhead got a good view of the Watchtower. It was a massive structure, built to hold hundreds of people. It looked like a massive white and gold pillar, with an incomplete ring piercing the top. It was an incredible sight.

As the Javelin headed towards the planet, Green Arrow leaned towards Captain Atom. "Is that a containment suit?"

"Uh-huh. I'm not flesh and blood anymore; just living energy."

Green Arrow leaned back with a frown on his face. "That wouldn't be nuclear energy, would it?"

Captain Atom glanced at him with narrowed eyes. "With a name like 'Captain Atom', what do you think?"

Green Arrow crossed his arms. "I think you're what I marched against back in college."

 _Oh, he's gonna be fun to work with_ , thought Diamondhead sourly.

 **Chong Mai Countryside**

The rest of the trip was silent, but mercifully brief. The Javelin landed in a forest clearing. Green Lantern, Supergirl, Captain Atom and Diamondhead strode out, but paused when they saw several miles of scorched terrain. It looked like someone had focused a nuclear bomb in a straight line through the area.

"Looks like we missed the party." Supergirl remarked.

"Yeah," said Diamondhead, "our invitations must've gotten lost in the mail."

"We'll do recon," said Green Lantern, cutting off any future quips, "if you see anything don't try to engage."

Captain Atom stood at attention. "Roger that."

Diamondhead facepalmed. _Really?'_ He thought. _This guy really is a soldier_.

Green Lantern looked taken aback. "Uh, you can just say okay."

"…Okay." Captain Atom walked off. Supergirl rolled her eyes and sighed, and she and Diamondhead followed.

Green Arrow watched them leave, then took a drink from the water bottle he'd taken from the Javelin. As he lowered the bottle, he noticed a dozen armed men, several of whom were aiming RPG's at…

"Get down!"

The four heroes heard the shout and reflexively sought cover. Green Lantern used his ring to bring up a large shield, just in time to stop a rocket. Bullets and more rockets soon followed. The three others relaxed when they saw that the weapons weren't having any effect on the shield.

"State Department sure was right about them not liking foreigners." Captain Atom said rather coolly.

"It's crazy!" snapped Green Lantern, "No reason for it!"

"I'll give 'em a reason!" Supergirl prepared to take off when she felt a hand on her shoulder.

"Don't do it, Kara," said Diamondhead, "that'll only make it worse."

"He's right," agreed Lantern, "we came here to help them, not to fight."

Green Arrow ran up to them. "So you're just gonna stand there until they run out of RPGs? If this radiation thing is as bad as it looks, there's a lot of people out there that are gonna get fried."

Diamondhead shrugged. "He's also right; hang tight, I'll take care of it."

Green Arrow looked at him skeptically. "What are you gonna do, throw rocks at them?"

Diamondhead grinned, then slapped the Ultimatrix dial. The other heroes shielded their eyes from the flash of green light. When it faded, Diamondhead had been replaced with a tall, black and yellow alien with massive, pointed shoulders, and what appeared like pointy magnets for hands and feet. A metal, green eyed head floated between the shoulders.

"LODESTAR!" when Lodestar shouted, his mouth, if he had one, didn't move.

Green Lantern raised an eyebrow. He hadn't seen this one before. Lodestar pointed his hands at the soldiers. The air became distorted with the waves of magnetic energy that he was generating. When it reached the soldiers, their weapons flew into the air, then shot towards the ground at Lodestar's feet.

"Sorry, fellas," Lodestar said, "But no one can resist my magnetic personality!" Supergirl and Green Arrow groaned in response. "What? I don't know a lot of magnet puns."

The five froze at the sound of a helicopter. They took fighting stances as it landed and the doors opened, but they relaxed when they saw that the soldiers accompanying an aging general did not appear hostile.

"My apologies for the fireworks," said the general in a too-smooth voice, "Colonel Kim here was just a farmer before the revolution; he doesn't know who you are." He smiled at them, but Lodestar could tell that it was fake. "I'm General Kwan. I am most flattered that the Justice League has honored us with its presence, but I must ask why."

Green Lantern stepped forward. "You had some kind of nuclear accident."

The general waved it off with a smile. "A minor problem. It is fully under control."

"If it's all the same to you…" began Lantern.

" _It's fully under control._ " The General had lost his smile, and his eyes had a dangerous glint to them. "If it's all the same to you."

"Listen," said Supergirl, "we came a long way to help…"

"Your help is not needed here," interrupted Kwan, "thank you for coming. Now goodbye." He made a brisk about-face, then strode off.

After Kwan and his soldiers left, Lodestar spoke. "I'm pretty sure that the odds of him _not_ hiding something are the same as Batman getting a sense of humor."

…

The sun began to set as the heroes went back into the Javelin. Green Arrow went into the back and fumed, Supergirl was doing her best not to break anything and Captain Atom was sitting in a chair, awaiting new orders. Lodestar went into the restroom and turned back into Ben. He wanted to give the Ultimatrix time to recharge, just in case he was needed. Green Lantern was speaking to J'onn on the communication screen.

"I'm telling you, J'onn, it took all the restraint I had not to part that guy's hair with my ring."

"You did the right thing." J'onn's face grew more serious, if that were possible, "but the problem is not under control; it's getting worse."

"Don't you get it?" Lantern turned to see Green Arrow walking up to him. "They don't want anyone to find out about the accident; and they don't care how many of their own people they have to lose to keep it quiet!"

"This isn't your concern!" Lantern gave Arrow a steely glare. The archer in turn merely clenched his teeth, then walked off. John turned back to J'onn. "He does have a point. Maybe the four of us should go back and…"

"No! We can't just do whatever we want; when we formed the League, we agreed with the world's governments that we'd have to respect each government's wishes." The Martian sighed. "No matter what we may think of their policies."

John was about to reply when Supergirl rushed in. "Lantern! Green Arrow's gone!"

"And so is the Geiger counter." Added Captain Atom.

"Man," said Ben, now transformed into Jet Ray, "there's being brave, and then there's being stupid. We better find him before he starts an international incident."

…

It took some searching, but thanks to Supergirl's advanced senses, they located Green Arrow. What they hadn't expected to find was the archer firing explosive arrows at the source of the radiation, which turned out to be a several-hundred-foot-tall robot. A robot with giant cannons for arms, and a metal skull wreathed in flames. The machine was about to vaporize Green Arrow, but was saved when Lantern flew in and picked him up.

"There's some people over by that cliff!" the archer pointed to where some civilians and soldiers had indeed been cornered at a cliff. The only thing stopping them from escaping to the adjacent hillside was an enormous crevasse.

"I'll try to drain it!" Captain Atom flew off, with Supergirl right behind him.

"I'll work on getting those people out of there!" Jet Ray flew in low, before landing at the edge of a cliff. He slapped the Ultimatrix dial.

"BLOXX!" the building-block alien stretched himself out, creating support struts and handrails along the way, until he made a perfect bridge. His head grew out of one side of the bridge and he yelled at the closest man. "Go! Run for it!"

The man in question put a tentative foot on the bridge, but when it held, he smiled and waved the others forward. Green Lantern and Arrow stayed nearby, in case the robot returned from its battle with Supergirl and Captain Atom. As the people ran across him, Bloxx noticed Captain Atom pulling the fiery energy out of the robot. The metal monster tried to attack him, but with more energy drained than generated, it fell to its knees. Unfortunately, Captain Atom must have reached his limit, because a small explosion erupted from his hands, and he fell to the ground.

Supergirl flew down to check on him, then attacked the robot. Surprisingly, it was able to withstand her attacks, then smacked her into a hill. She shook her head to clear it, but instead of returning to the fight, she flew back to where people were still streaming across Bloxx, and lifted a truck full of soldiers to the other side.

In a few colossal steps, the robot was upon them. It was now a race to see what would happen first: whether the innocent people would get to safety, or the robot would vaporize them all. The robot pointed one of its cannons straight at Bloxx and fired. Green Lantern created a shield to block the energy beam, and for a moment, it held. But the shield began to crack, then shattered, just as the last person made it to safety. Even though he was only grazed, the beam's power was more than enough to leave him unconscious and covered in radiation burns.

The rest of the beam, however, struck Bloxx. The bridge shattered, and as it fell into the crevasse, the largest piece reforming into Bloxx's normal form. Before he could turn into something that could fly, he bounced off of the cliff wall and shattered. Before his pieces fell onto the ground below, the last thing he heard was Supergirl's voice.

"BEN!"

…

Ben awoke with a terrible headache. "I've got to stop falling off of high places; it's really bad for my health."

He glanced up. It was completely dark; he must have been out for a while. Then he remembered: he'd shattered into pieces! How was he still alive? Had he regenerated as Bloxx before transforming back? That was odd; usually, he transformed back when he was knocked out. Maybe it was an ability of Bloxx's species or something. He pushed that thought aside; now he needed to find the others. Activating the Ultimatrix, he selected Jet Ray and slammed down the dial.

"ASTRODACTYL!" Ben had turned into what looked like a red pterodactyl with a jetpack. "Okay, Astrodactyl works too, I guess." Activating his jetpack, he flew up and, once he got his bearings, headed towards where the Javelin was. Thanks to Astrodactyl's speed, he reached it in only a few minutes; thankfully, it was still there.

When he reached the base of the ramp, the Ultimatrix dial began to blink, signaling that it was almost out of power. He quickly slapped it, transforming back into Ben.

 _Maybe fixing me when I was unconscious drained the power,_ thought Ben, _oh well, it'll recharge soon enough_. Another fun upgrade of Azmuth's was that when the Ultimatrix ran out of power, it only took a few minutes to recharge; if Ben transformed back to normal before his hour was up, it only took about a minute.

He considered waiting for the power to recharge, but then he heard shouting. Concerned, he rushed up the ramp and saw Green Arrow and Captain Atom face-to-face, only barely separated by Supergirl.

"Hey!" she shouted, "There's a giant robot on the loose and we've got a teammate missing, so either stop playing alpha-male smackdown, or I'll take care of this myself."

"Wait, who went missing?"

The three heroes froze, then turned to find a grinning Ben Tennyson leaning against the wall. To Green Arrow and Captain Atom, there was a young man in a green jacket that they'd never seen before.

To Supergirl, there was a friend that she'd begun to think was gone forever.

"Ben…" she whispered, then flung herself forward. "BEN!"

Ben prepared himself for another one of Kara's bone-crushing hugs, but it never came. Instead, while she wrapped her arms around him tightly, it wasn't an uncontrollable hug of enthusiasm; it was as if she held him just to make sure that he was real, that he wasn't a ghost. He gently returned the embrace.

"Don't worry," he said soothingly, "I'm okay."

Supergirl let go, then wiped a few stray tears away. "Don't ever scare me like that again!"

"I'll do my best to avoid getting blasted by giant radiation-robots and getting thrown off cliffs." Kara punched him in the arm. "Ow! What was that for?"

Supergirl rolled her eyes, but said nothing. Green Arrow, on the other hand…

"Who the heck are you?"

Ben sighed. "Okay, short version: that shape-shifting guy with all the different powers is me; I can turn into aliens from another universe."

Ben tilted his head, as if in thought. "Don't tell anyone, would you?"

Arrow gave a lazy salute. "Superhero's honor."

"So," said Ben, looking around, "where's Lantern?"

The mood instantly changed. The smiles turned into depressed frowns. Captain Atom stepped to the side; lying in the infirmary bed was Green Lantern. His body was covered in bandages. Anything not wrapped in gauze showed cuts, bruises and burns. Ben's eyes widened; he hadn't expected the Lantern to be that injured, not in the time he had been gone!

"What do we do now?" Captain Atom's question snapped Ben back to the others.

"Well," Ben thought out loud, "we know that a head-on attack isn't going to do squat; we need to find who built it. If they can create something that powerful, they would need a way to stop it, right?" Ben's question seemed reasonable to the others.

"I saw some guys in hazmat suits in the village nearby," said Green Arrow, "They should know something."

"Thought you weren't on the team?" growled Captain Atom.

"Hey," interrupted Ben before another fight broke out, "we could use all the help we can get."

Captain Atom stared at the archer for a moment. "Okay, but I'm gonna be too busy to cover your sorry…"

"Wouldn't ask you to." Came Green Arrow's response.

Ben sighed. He could only hope that the two would stop butting heads; either that, or stay far away from each other.

…

In the smoking ruins of the village, soldiers kept watch over men in hazmat suits checked the area with Geiger counters and muttered to each other in worried tones. They took a step back as Supergirl, Green Arrow, Captain Atom and Chromastone stepped forward.

"What are we up against?" Captain Atom asked a hazmat-wearing man.

When he didn't answer, Supergirl said, "He asked you a question!"

Before the man could say anything, a soldier barked, "Don't answer them! That's classified inform-ah!" He was interrupted when Supergirl lifted him up by the front of his body armor.

"I've just about had it with you guys!" She glared at the soldier. "You've got to the count of five. One. _Four_." Her eyes began to glow red as she charged her heat vision. The soldier's uniform began to smoke.

"I'd speak up if I were you." Said Captain Atom.

"Yeah," added Chromastone, "it might be better for your health."

"It was supposed to be our protector."

The group of heroes turned to see the hazmat-wearing man sit down and pull off his helmet. His face was covered with radiation burns, and he looked haggard and exhausted. "It was supposed to protect us from the foreigners."

Seeing as they were finally getting some answers, Supergirl lowered the soldier, who ran off in fear.

Green Arrow knelt in front of the burned man. "But then you lost control of it, is that what happened?"

The man nodded, then looked in the direction of several other men in hazmat suits. One of them pulled a gray rod out of a crate. "We have carbon rod dampeners. But we couldn't get close enough to put them in."

Captain Atom looked down at the man. "Where's its reactor?"

"The front of the upper torso. But it's too hot; you won't make it."

"I'll worry about that."

Chromastone rubbed his chin thoughtfully. "Hey, guys," the three heroes turned to him. "I think I've got a plan."

…

The heroes flew in the direction of the robot, Green Arrow being carried by Supergirl. They landed far enough away that the rampaging machine couldn't see them. Chromastone turned back to normal.

"So," said the archer, "what's this plan of yours, kid?"

Ben smiled. "Okay, first I'm getting behind it; once I do, I'll hold it still for as long as I can. While I'm doing that, Captain Atom flies up to the reactor and shoves the carbon rod inside; that should kill it. Supergirl, stick with the Captain; whatever he needs you to do, do it."

"Got it." Supergirl's cocky smile was back. She was certain that they'd win.

Ben turned back to Green Arrow. "As for you, take a couple of the rods from Captain Atom; if something goes wrong, you're our backup. If you have a shot, take it."

Green Arrow considered this as he accepted a couple of the carbon rods from Captain Atom; it seemed like a good plan, except…

"How are you gonna hold something that big?"

Ben only smiled. "You'll see." Then he activated the Ultimatrix, twisting the dial until he found the alien he wanted. "It's Hero Time!"

The others shielded their eyes from the green flash. Now, there was a blue-and-black velociraptor with a strange visor covering its face and wheels for feet. The Ultimatrix symbol was displayed on its chest.

"XLR8!"

Green Arrow raised an eyebrow. "How are you gonna stop it with that?"

XLR8 smiled behind his visor. "Oh, this is just to get me behind it without it noticing me." He turned to look at the robot, which was destroying everything around it.

"Are you two sure about this?" Green Arrow asked, "If you get too close, the heat could fry you."

"I know." Was all that Captain Atom said.

"I've been through worse." Said XLR8, shrugging. As the three superpowered heroes prepared to move out, Green Arrow called out.

"Captain!" Captain Atom turned to see the archer holding out his hand. He stared at it for a moment, then shook it.

XLR8 smiled at the solidarity. "Let's go!" In a blur of motion, he rushed towards the robot.

Captain Atom and Supergirl flew towards the robot, the carbon rods tucked under Captain Atom's arm.

"Try to distract it!" he called out, "It'll give Ben more time to get into position!"

"Roger that!" Captain Atom raised an eyebrow when she repeated his own words from earlier. She, in turn, winked at him and flew ahead. She moved in front of the robot's eyes. "Hey! Butane-breath!" The robot fired one of its cannons at her, which she dodged. Captain Atom hovered out of its line of sight, ready for XLR8 to do whatever he was planning.

Speaking of XLR8, he had actually run farther ahead than he'd needed to. Before he had even realized it, the Kineceleran had overshot his destination by a mile!

"Huh? What the… when did I…?"

He hadn't been expecting to move so quickly! He must have gone twice as fast as normal!

 _What the heck is going on?_ He wondered. Deciding to put his questions on hold again, he rushed back until he was only a couple hundred feet away from the robot. _Now's as good a time as any_ , he thought, as he slapped the Ultimatrix dial.

A flash of green light, bigger than any seen thus far by the heroes, illuminated the area. Once it faded, the biggest living creature they'd ever seen pumped a fist. It was huge, even taller than the robot! It was white, with red running down part of the chest, shoulders, arms, legs and part of the face. A massive crest or horn rose out of the top of its head.

" **WAY BIG**!" The creature's voice alone was enough to shake anything near him.

"Whoa." Supergirl stared. She couldn't believe it; Ben had had something like _that_ up his sleeve the entire time?

" **Okay, scrapheap, let's go**!" Way Big lunged forward, wrapping his enormous arms around the robot's cannons from behind, ignoring the intense heat coming from the thing. " **Captain! Do it now**!"

Captain Atom nodded, then flew at the monster's reactor. The guy from the village had been right; the heat was so intense that the air around the Captain's body began to ignite. He fought through the pain, until he was right in front of the reactor; he raised a carbon rod to slam it home. However, the robot looked down, and shot a short blast of energy from its eyes; the blast sent Captain Atom crashing to the ground. Then the robot jerked its head back, slamming Way Big in the throat.

As the giant alien fell backwards, the robot pointed one cannon at him, and the other at the downed Captain Atom. It fired both beams simultaneously; Way Big was knocked a hundred feet back, while Captain Atom was left at the bottom a crater.

As Captain Atom crawled out of the crater, his eyes widened in fear when he saw a rip in his containment suit; he knew what would happen next. He flew into the air, trying to put as much distance between himself and his teammates. He managed to reach the lower atmosphere… and then he exploded. An enormous ball of blue energy lit up the sky, while Supergirl, Green Arrow and Way Big looked on in horror.

In a rage, Supergirl charged at the robot, not caring if her attacks had been ineffective the last time she'd fought the thing. In response, the robot slammed its arm into her, knocking her into a hill.

Green Arrow gritted his teeth, then looked at the carbon rod in his hands. _This thing is never gonna fly straight_ , he thought. Thinking quickly, he snapped it in half. Taking one half, he used some spare bowstring in his belt and wrapped the rod to one of his arrows. He looked up just in time to see a very large cannon pointed in his direction. He began to run…

Way Big saw the cannon fire, and a massive explosion lit the area. His eyes widened. In the span of just a couple of minutes, he'd lost two teammates. For a moment, he was back in his own universe, back in Bellwood; he saw his destroyed home, saw his dead friends and loved ones. He looked at the robot, but all he saw was _him_.

" **NO**!" Way Big rushed the robot again, slamming both massive fists against its shoulders; the robot was driven to its knees. Way Big began punching the machine over and over.

" **Not again**!" he shouted, " **NOT AGAIN**!"

"Kid, move!"

Way Big turned his head to see a dead man. Standing on a tall rock, his costume torn and his hat missing, was Green Arrow! Somehow, he'd been able to stay out of most of the blast. He drew back his bowstring and aimed his carbon-rod-tipped arrow; Way Big dove to the side.

"Say 'ah', dirt bag." Green Arrow took the shot. The arrow flew straight and true, directly into the reactor. The robot let out a final roar as it powered down.

With a roar of her own, Supergirl flew up and delivered a powerful uppercut, while Way Big drove his fist towards the robot's chest with all of his strength. The robot was decapitated just as its heart was ripped out. Both aliens looked down at Green Arrow, who fell to his knees and gave a tired wave. It was over.

…

The three made their way to the Javelin, where Ben turned back to normal. After letting a now-conscious Green Lantern know about what happened, Ben flew the Javelin back to the Watchtower.

"The controls are pretty close to the ones on the Rustbucket Three." Was his only explanation.

Once onboard, Ben transformed into Diamondhead, while the two Greens were taken away for medical treatment. Diamondhead sat at the base of the ramp, Supergirl next to him.

"You okay, Ben?"

Diamondhead said nothing for a moment. "No, I'm not. It's never easy to lose people, Kara; not even people you've only known for a day."

For a few minutes, the two said nothing, lost in their own private thoughts. The quiet didn't last long, as Green Lantern showed up. He was battered and in a hoverchair, but his condition had definitely improved.

"Come with me," he said, "there's someone who probably wants to see you."

Supergirl and Diamondhead looked at each other, curious, but obediently followed. They traveled to the science wing of the Watchtower, where any technological or chemical needs were met for any Leaguer that required it. Once there, they looked through a window to see several men in radiation suits and a large machine that was pumping blue energy into a suit.

A very familiar suit…

"Captain Atom?" Diamondhead asked, not daring to hope.

Green Lantern nodded. "J'onn had a team pick him up right after it happened, so he didn't lose much of his energy."

Diamondhead let out a huge sigh of relief; he hadn't lost anyone else. He hadn't failed again. He saw a half-filled containment suit lift an arm and give a weak thumbs-up, which he and Supergirl returned.

"At least he got a new suit out of it." Said Supergirl.

"Yeah," agreed Diamondhead, "let's just hope that the new one is more tear-proof."

"All right, Ben, you've had a long first day," said Green Lantern, "why don't you head home and get some rest. We'll bring you back up tomorrow."

Diamondhead nodded. "Okay, sure; I'll see you both then. Good night."

"Good night!" Called out Supergirl. She turned to Green Lantern with a smirk. "So, aren't you gonna give me the 'you did good' speech?"

Green Lantern glared at her. "You're headstrong, unprofessional and overconfident. If Ben hadn't been around, what do you think might have happened? For all we know, you could have started an international incident; you could have gotten someone killed! If you ever act like that on a mission again, I will personally see to it that you are kicked out of the League. I don't care who your cousin is." He turned his chair and moved away, then stopped. He looked at Supergirl's crestfallen face.

"And incidentally," he added, "…you did good." Then he left. Supergirl looked stunned for a moment; then a bit of her smile returned.

…

As Diamondhead headed to the teleporter, he passed by the locker rooms and noticed Batman leaning against a wall. Curious as to what the Dark Knight was doing, he did his best to stay out of sight. The door to the showers opened, and Green Arrow walked out in a towel.

"Well, if it isn't the monster-killer." Batman had a small smile on his face.

"I was lucky," said the archer, looking down. "So was everybody else. Still don't think I belong up here."

"That's the point," replied Batman, "someone like you will keep us honest."

"Gee, Bats, I don't know; don't get me wrong, I enjoy a good radiation burn as much as the next guy, but I don't think… that…" Green Arrow's voice trailed off.

Diamondhead followed his gaze, until his eyes landed on a beautiful woman on the women's side of the locker room. Black Canary was her superhero name, if Diamondhead remembered correctly. Right now she was slowly putting on her boots. Glancing back, Diamondhead could swear that Arrow was drooling.

"So," said Batman, "see you around?"

Green Arrow smiled. "You just might."

Diamondhead smiled as he resumed his way to the teleporter; to him, joining the Justice League was looking to be a better choice all the time.

...

 **A/N: Sorry about the wait; I do have responsibilities outside of FanFiction that demand my full attention from time to time. But I will try to make updates as regular as possible, barring any time I need to take to make updates to the existing chapters. Thank you for your patience, and please continue to Read and Review so I know that I'm on the right track! :D**


	6. In The Interim: Fitting In: Part 1

Ben 10: Unlimited

Chapter 6

In The Interim: Fitting In, Part 1

 **San Francisco, 3 Months before Initiation**

As Ben watched Clark and Diana leave, he could only wave after them in a daze. He still had some trouble thinking clearly.

He could only marvel at his new position in life.

He was a member of the Justice League! Sure, the League wouldn't actually be meeting until a few more months, but he was still a part of it.

It was odd; until yesterday, he'd felt alone. Yes, he had become friends with the League, with the Kents and with Kara, but he'd still felt isolated, but now it was different; now he was a part of something. He _belonged_.

He went back into his kitchen and grabbed some leftovers from the night before. As he began to eat, his mind began to wander. _What will these new members be like? Will they all have powers, or will some be like Batman? I wonder what Gwen and Kevin would say about this?_

Thinking about his cousin and best friend dampened his spirits somewhat. He still thought about them, his grandfather, his parents, and Julie often; many times, he'd miss them so much that it would ache. He'd just wanted to keep them safe, and then they were gone.

And he had _him_ to blame for it all. If it hadn't been for _him_ , they'd be alive; Julie would still be alive.

Ben stopped eating and just stared at the table for a while, thinking about her. Sure, they'd had their rough spots in their relationship, but those had been smoothed out years ago. They had even been talking about moving in together when they went to college. Unfortunately for them both, Will Harangue had made Ben so despised on his Earth that no college would accept him.

Ben's thoughts spiraled lower and lower, and he lost track of time; he almost missed his phone alarm went off. Quickly checking it, he realized that it was time for him to go out on patrol. He ate the rest of his food as quickly as he could, then activated the Ultimatrix. He found the alien that he needed, then slammed the dial down.

"GHOSTFREAK!" This alien didn't shout so much as loudly whispered. It resembled a ghost, but with black cracks spreading across its pale body. A single eye peered out; it didn't have any other facial features, and the Ultimatrix dial was displayed on its chest.

Ben had been initially wary of Ghostfreak ever since it had tried to possess him all those years ago; however, Azmuth had assured him that Ghostfreak wouldn't be a problem anymore after the upgrades he'd installed. Since moving into his new home, Ben had used Ghostfreak as a way to leave his home without anyone discovering where he lived.

Ghostfreak became invisible and, using his powers of intangibility, flew up and through his ceiling. Once he distanced himself from his house, he slapped the Ultimatrix dial.

"JET RAY!"

As the manta-like alien flew over the city, he silently thanked Batman again for setting him up here. There was hardly any crime, and it seemed that accidents were uncommon. It hardly needed a superhero.

Jet Ray's thoughts were interrupted when he heard the sound of gunfire. "Damn you, Murphy's Law," he muttered. He flew down to where several police officers were taking cover behind their patrol cars, dodging shots coming from the building in front of them.

"What's the situation, officers?"

One of the cops moved over to him, staying low as he did so. One other positive aspect of this universe that Ben had noted was that the police were a lot nicer to him. Ben also found it admirable in how many of them seemed fearless when facing down supervillains, something that the cops in Ben's reality had lacked.

"We've got a hostage situation," said the officer, "the guy's using a woman as a human shield, and he's taking potshots at us."

Jet Ray nodded, pleased that the police were willing to work with him. "If you can keep his attention, I can get behind him and take him down."

"Are you sure?" The officer didn't ask out of skepticism, he'd seen many of the forms that the shapeshifting hero had; he was more concerned with the hostage.

"I'm positive."

The officer felt a little better. So far, this hero hadn't let anyone down. "Go for it."

Jet Ray slapped the Ultimatrix dial again. The officer shielded his eyes. As the green flash died down, a black and green anthropomorphic battery hovered in front of him. It had large, green eyes and a wicked smile on its face.

"BUZZSHOCK!"

The officer's eyebrows went up; he'd seen a few of the strange forms in person and a few more on the news, but he'd never seen this one before. What _couldn't_ this guy do?

"Okay," Buzzshock said with a grin, "I'll be right back."

With that, the little battery-alien flew around the side of the side of the building, until he spotted an electrical outlet in the wall. Giggling, Buzzshock dove inside the outlet, becoming pure, living electricity. He traveled through the electrical system of the structure, only emerging when he reached the room with the gunman.

Silently, he peeked around a wall, seeing the guy shooting out of a window. Held in front of him was a young woman, probably in her early twenties. She was clearly distressed, not being helped by the fact that her kidnapper was laughing like a maniac.

Buzzshock waited; he'd need to time this just right. As the gunman reached out to fire again, Buzzshock zipped into the room as fast as he could and fired two blasts of green electricity at the pistol. The shock traveled down the gun and into his body. Buzzshock was glad that the guy was wearing a leather glove on the hand gripping his hostage; it insulated her from getting shocked as well. The would-be murderer jumped back, releasing his hold on his hostage as he did so. The woman fell to the floor and crawled away.

"I don't know what you are," the maniac snarled as he drew a large knife, "but I'm gonna kill you!"

Buzzshock rolled his eyes. "Man, I've heard that so many times it could be my theme song!"

Yelling incoherently, the man slashed his knife horizontally across Buzzshock. The woman screamed as the alien was sliced in half. Buzzshock didn't even look surprised; he didn't need to, as the upper half of him grew legs, and the lower half of him grew arms and a head!

The two Buzzshocks looked at each other and laughed maliciously. They flew to either side of the man and let loose a powerful blast of electricity; the man screamed in pain and collapsed to the floor, twitched a few times, then lay still. One Buzzshock checked the man's pulse, while the other flew over to the freed hostage.

"Are you okay, Miss?"

The young woman nodded. "Y-yes, I'm all right, he didn't hurt me."

Buzzshock nodded, or tried to, since he didn't have a neck. "That's good; hey, if it's okay with you, I'll stay here until the police get up here."

"T-that's fine. Um, thanks for saving me."

Buzzshock smiled. "No problem; it's what I do."

The woman smiled back, a little freaked out that her life had been saved by a flying battery, but grateful nonetheless. The police arrived a few minutes later to take the man into custody, and take the woman to be looked over by paramedics. The two Buzzshocks merged into one, receiving thanks from both police and bystanders as he left.

…

"Well now, the kid's got chops, I'll give him that much." Commented the mystery figure who had observed Ben at the Kent farm all those months ago, idly kicking his legs off the edge of the office building he was sitting on, having watched the drama across the street. "Kinda would have done the same thing myself, to be honest."

"What, you mean sneak your way in? You're not exactly the 'stealthy and silent type'. You're more of the 'charge in like a bull in a china shop wearing blindfolds.' Subtly is not in your natural vocabulary." A mechanical-sounding voice piped up from next to him, coming from an oddly-shaped construct floating next to the man. Its companion frowned at the bot.

"I can be stealthy too, Trip…I just don't do it all the time."

"Thought so."

"Oh, shut up." Trip's partner grumbled.

"But in all honest," The little bot's voice had gotten serious. "Are you sure this is the right course of action? I mean, is it really okay that we're only just…observing Ben Tennyson?"

The man said nothing at first. Then he answered.

"A person can't grow beyond who they are if someone else fights their battles for them. I know that from experience all too well. And believe me Trip that poor kid hasn't even come close to seeing the worst kinds of things this reality can throw at him. But he needs to face those challenges head on… or he'll never be able to leave his past behind him."

…

The rest of Ben's patrol around the city was quiet; no accidents, no crimes to stop, nothing. After finishing his ritual post-patrol smoothie, he headed back home. He considered going back out again when he realized he had nothing to do, when his phone rang.

"Hello?"

" _Master Ben,_ " came a familiar voice, " _I trust that you are well?_ "

"Alfred?" Why was Bruce Wayne's butler calling him? "I'm fine; what's up?"

" _Master Bruce will be away from Gotham City for a few days; he would like for you to come here and cover for him at his 'work'._ "

Ben knew what kind of work Alfred was talking about, considering he had no idea how to run a multinational corporation. He did, however, find it odd that Batman wanted him to cover his crime-fighting duties.

"I'll be right over."

" _Excellent. I will let Master Bruce know, and prepare a room at Wayne Manor for you._ "

"Thanks, Alfred, I'll see you soon." With that, Ben hung up. With a repeat of Ghostfreak and Jet Ray, he headed for Gotham.

…

 **Gotham City, Wayne Manor**

Jet Ray landed in the forest outside the Wayne estate then changed back to Ben. As he approached the gate, it opened, almost as if someone were watching him approach.

 _Because that's not creepy at all_ , Ben thought.

Ben walked up to the door and knocked. A moment later, a young boy, probably in his early teens, opened it.

"Are you Ben?" the kid's eyes were full of suspicion.

"Yeah?" Ben didn't know what to think of this kid. He seemed way too tense for his age.

"Show me the Ultimatrix."

Ben was shocked that he knew about the watch. Then again, he was in Bruce Wayne's house, maybe he was Robin; he'd seen him a couple of times on the news, and he was the right height.

He raised his left arm and lifted the sleeve of his jacket. "Satisfied?"

The boy's frown remained, but he gestured for Ben to come inside. When the door closed, the frown turned into a grin.

"I've seen you on the news; you are awesome!"

Ben blinked. He'd expected anyone near Batman to be a lot more subdued. The boy held out his hand. "Tim Drake. Robin."

After giving himself a mental pat on the back for guessing right, Ben shook Tim's hand.

"Come on," Tim continued, "Barbara needs to see us in the Batcave."

"Who's Barbara?"

Tim froze. "Oh, crap. I wasn't supposed to say who she was. Okay, she's Batgirl, but don't call her by her real name unless she tells you herself. Okay? I don't want her to hurt me."

Ben smiled. "No problem."

The two headed to the Batcave, waving to Alfred on the way; the aging butler merely smiled back.

Once in the Batcave, Ben saw someone sitting at the computer. It was a young woman in a costume similar to Batman's. Ben noticed that her mask didn't connect to her cape; instead, it only covered her face and the top of her head, allowing her long red hair to flow over her cape. Batgirl turned around.

"Hey, Tim," she looked at Ben. "And you must be Ben Tennyson; Batman told us about you."

Ben smirked. "Wow, who knew Batman was a gossip?"

To his surprise, Batgirl laughed. "Yeah, I think he said four sentences regarding you; that must be a new record for him."

Ben rolled his eyes. "So, why was I called here?" He enjoyed casual conversation, but he wasn't on vacation; Batman needed him for something, and he wanted to know what.

Both Batgirl and Tim looked a little upset. "Bruce is away for a meeting overseas," said Batgirl, "he wants you to help patrol Gotham while he was away."

"It's not fair!" exclaimed Tim, "He doesn't trust us enough to take care of things for a couple of days without him!"

Ben thought about it; that really didn't seem all that fair to him, either. Why would Batman not trust the people who knew his greatest secret with patrolling the city for a day or two?

"Well, I'm sorry; I can leave if you want."

Batgirl waved it off. "Forget it; our problem is with Batman, not you." Then an alert beeped on the computer. Batgirl turned her attention to the screen. "Robbery on twenty-ninth street. Police are en route."

"Come on," said Tim, "I feel a need to hit something."

Batgirl nodded. "Suit up." She glanced at Ben. "Both of you."

Ben cycled through his aliens until he found the one he wanted, then slammed the dial down.

"BIG CHILL!"

Batgirl looked the blue mothman up and down. "Not bad, this guy'll fit right in here in this town."

If Big Chill could have smiled, he would have. "Thanks."

Robin came in a moment later, now in his costume; he seemed taken aback by Big Chill's appearance, but he quickly got over it. He and Batgirl got on motorcycles and headed down a tunnel leading out of the Batcave. Big Chill unfurled his wings and hurried after them.

…

When the trio reached the crime scene, the thieves had already left, and the police were taping off the area. The officers noticed them approach and, while they gave nods of greeting towards Batgirl and Robin, they were a little wary of Big Chill. The only reason that they weren't drawing guns on him was because Batgirl told them that he was with them.

Big Chill looked at the store. The window was shattered and from what he could tell from his position, a lot of the jewelry had been taken.

"Aw, great," whined Robin, "Bullock is here." Big Chill noticed a particularly large detective walking towards them.

"Oh, whoopee, the kids are here," Bullock was clearly unhappy to see them. He raised an eyebrow at Big Chill. "And you brought another freak. Great, like I don't need another headache." Before anyone could respond, he turned on his heel and walked away.

"Well, he seemed likable enough." Big Chill's sarcastic remark brought smirks from Batgirl, Robin and a few of the officers that heard him.

"Come on," said Batgirl, "we need to take a look at the crime scene." Batgirl and Robin walked through the door, while Big Chill went intangible and floated through a wall.

"Show-off." Robin muttered, while Big Chill shrugged.

The two partners of Batman walked around the jewelry store, checking out every nook and cranny. Big Chill could tell that they were well trained; they left no stone unturned. After a few minutes, they came back to Big Chill.

"Well we know what was stolen…" began Batgirl.

"We know when the jewelry was stolen…" continued Robin.

"And we know how it was stolen, but we can't figure out _who_ stole it!" finished Batgirl.

"Ha! I knew someday that one of you caped freaks would screw up!" the three turned to see Bullock leaning against the doorframe with a smug grin on his face.

"Hmm… maybe not," said Big Chill, "I've got an idea."

Bullock raised an eyebrow as Big Chill slapped the Ultimatrix dial on his chest, then covered his eyes as a bright green flash lit up the store.

"CLOCKWORK!"

All three of the people in the store had wide eyes as a copper robot appeared in front of them.

"What the heck is this!?" asked Bullock.

"Hang on," said Clockwork, "I'm going to try something." The winder on top of his head began to spin, and the room took on a green hue. The store had an afterimage placed on it; this afterimage showed the interior of the store completely undamaged.

"I can look into, and even show past events to others." If Clockwork had a mouth, he'd have been grinning at Bullock; the detective's mouth had hit the floor. Batgirl and Robin had done a much better job of staying composed, but they still looked impressed.

The afterimage of the window shattered as a sledgehammer flew through it. A woman dressed as a jester did a back-flip and landed on her feet. After picking up her hammer, she proceeded to load a sack with the jewelry in the store.

"Harley!" Batgirl stared at the afterimage with narrowed eyes.

"Who?" asked Clockwork.

"Harley Quinn," explained Robin, "psycho, criminal, the Joker's bi…"

"Robin!" warned Batgirl.

"What?" asked Robin, "She is!"

While this was going on, the afterimage of Harley was walking to the door.

"Oh no you don't," warned Bullock, "you ain't getting away!" he charged the image, but instead of tackling her like he expected, he passed right through her and hit his face against the floor.

"Um, dude?" said Clockwork, "This is just a replay of what happened; like a movie. You can't actually change what happened." Behind him, he could hear Batgirl and Robin snickering.

Bullock stood up and dusted himself off. "I knew that."

The afterimage faded, and Clockwork fell to his knees, panting slightly. Batgirl placed a hand on his shoulder.

"You okay?"

"I'm fine," said Clockwork, "but using time-related powers always drains me a bit."

Batgirl smiled at him. "Don't worry, now we know who to look for. Bullock, would you put out an APB for Harley?"

"Yeah, yeah, sure." The detective sulked off.

"Oh, but I'll miss him," said Clockwork, "he was such a ray of sunshine."

The two other heroes laughed.

…

Later, at the Batcave, the three heroes sat down eating food that Alfred had brought. Unlike Batman, the younger heroes got distracted from their work without three meals a day. As they ate, Ben had a thought.

"So, who's the Joker?"

The other two paused and glanced at each other; apparently this was a touchy subject.

"Think of the complete opposite of Batman," said Batgirl, "and then put him in a purple suit and clown makeup. _That's_ the Joker."

Ben shuddered a little. Then a realization hit him.

"I think I know why Batman sent me here."

Robin tilted his head. "You do?"

"Yeah; it's not because he doesn't trust the two of you. He's been working to help me get a place, and he had to come up with a new identity for me, and that included writing death certificates for my family; I think that what happened to me opened old wounds, and he didn't want it to happen again." He looked at the two. "It's not about not trusting you. It's about not losing you."

Ben knew what he was talking about when he said "old wounds". While adjusting to his new home, he had done some research on Mr. Wayne. He knew how his family had died. It had been tragic; his entire world had been shattered by a punk with a gun.

Batgirl and Robin looked down at the floor, ashamed that their trust in Batman was so easily shaken. Ben was probably right; they were the closest thing that Bruce had to a family, and they had all nearly died during the Thanagarian invasion. Batman was bound to be a little protective for a while.

"I guess you're right." Said Robin slowly.

Ben shrugged. "Hey, I might not know things right away, but when I do, I'm usually right."

Batgirl looked at Robin. "Let's play it safe until Bruce gets back." Robin nodded. Batgirl turned back to Ben and pulled off her mask with one hand while offering him her other to shake. "By the way, I'm Barbara Gordon."

Ben smiled. "Nice to meet you, Barbara." The two shook.

…

The next couple of days were pretty quiet; the worst that the three had to deal with were a few attempted muggings. Otherwise, they stayed at Wayne Manor. Normally, Barbara had to go to college, but her school had a series of financial meetings between the teachers, so she was off for a few days.

They had tried to figure out what Harley Quinn had been up to, but so far, no leads had come up. The rest of the time was spent training. Ben would transform into various aliens, and the other two would try to find ways of beating him. The ones that could go intangible were the most difficult to fight. Still, the skill possessed by the two was undeniable; Ben knew that if he ever tried to fight them as a normal human, he'd be toast.

When Batman finally returned, he gave a gruff thank-you, then told Ben to leave. Ben said his goodbyes to Barbara, Tim and Alfred, then headed home. He didn't know why, but the more good that he did, the better he felt about this whole situation. Maybe it was because he was preventing other families from mourning.

…

After Ben left, Barbara Gordon pulled out her cell phone and dialed a number. After a few rings, the person on the other line picked up.

" _Hello?_ " said a sleepy-sounding Kara Kent.

"Hey, Kara, it's Barbara."

" _Oh, hi Babs, what's up?_ "

"You won't believe who just left Wayne Manor."

" _Unless it's a cute boy, I really don't care; it's like four in the morning in Kansas right now._ "

"That depends; do you find Ben Tennyson cute?"

There was a short silence on the other line; Barbara smiled as she imagined her friend's face reddening in embarrassment.

" _Uh, Ben was there? Why?_ " It could have been Barbara's imagination, but Kara sounded just a little _too_ interested.

"Batman asked him to help out while he was away. I know, really not like him to ask for help, but let's just say it was kind of complicated. Anyway, Ben showed up, helped us out for a few days, and just left."

" _How is he doing?_ " Barbara was a little thrown off by the question.

"Well, he seemed alright to me; there were a couple of times that he seemed, I don't know, off somehow. And he slept less than Batman would."

" _Uh, how do you know how much he slept?_ " Now it was Barbara's turn to blush.

"It's not what you think!"

" _What am I thinking?_ "

"Look, we're getting off-topic." Barbara took a breath. "For the most part, he seemed fine. He got along with Tim, and I think he's funny."

" _Did he tell any stories about his adventures?_ "

"Plenty."

" _He's done a lot, hasn't he?_ "

Okay, now Barbara could hear it in Kara's voice; she just had a little trouble believing it.

"Oh my god," she said, "you _like_ him!"

" _What!? I do not!_ "

"You totally do! You think he's cute, which he is, in my opinion, you care about his emotional state, and you went into 'suspicious-jealous mode' when I made that sleep comment!"

"… _You think he's cute?_ "

"See! You just did it again!"

" _Ugh! Babs, I'm not having this conversation right now; I'm going back to sleep!_ "

"Denial is the first step!" Barbara managed to call out before Kara hung up. After staring at her phone for a moment, Barbara began to think about it. There was just something about those two; she couldn't quite explain why, but Ben and Kara just seemed like a perfect match.

 _This could be fun,_ she thought.

 **A/N: I apologize for taking so long with this, but I did have good reasons for the wait. As always, please Read and Review. Thank You!**


	7. For The Man Who Has Everything

Ben 10: Unlimited

Chapter 7

For The Man Who Has Everything

 **The Fortress of Solitude**

Wonder Woman's invisible plane emerged from the clouds, heading for a massive chunk of ice that seemed out of place in the otherwise-featureless frozen plain. The plane made a dive into the water at the edge of the ice, and headed into a tunnel carved into the wall.

"A little sharp on the turn, don't you think?" asked Batman.

"Sorry if I scared you." Wonder Woman's apology was filled with sarcasm.

Ben only laughed, which he quickly silenced as Batman gave him one of his infamous Bat-glares. Ben had learned that whenever Batman did that, you stopped whatever earned it.

As the plane surfaced in an icy cavern, the cockpit opened and the three hopped out. Wonder Woman stopped to pull out a box that was covered in wrapping. Ben had a small disk, similarly wrapped.

As they walked up a flight of stairs, Batman asked, "So, what'd you get him?"

Ben shrugged. "Something I made with Grey Matter; I thought he could use something to have fun with."

Wonder Woman shook her head. "I'm not saying anything; he'll hear you and spoil the surprise."

"You do realize," said Batman in a stage-whisper, "He can hear that too."

Wonder Woman shook her head. "What did _you_ get him?"

"He isn't the easiest person to buy birthday presents for." Batman pulled out an envelope.

"Bruce…" Began Wonder Woman.

"Dude, did you get him a _gift certificate_!?"

"No!" Batman snapped at Ben, "…Cash."

Both Ben and Wonder Woman struggled not to laugh.

"I mean," continued Batman, "what do you get for the man who has everything?"

As they reached the top of the stairs, they froze. Standing in front of them was Superman; however, he was in no shape to greet them. A strange purple plant had its vines wrapped around his body, and he had a blank look in his eyes. The three rushed towards him.

Batman examined the plant closely. "It seems to be growing through his costume and into his body."

"Is he breathing?" asked Wonder Woman worriedly.

"Barely." The Dark Knight responded.

"How could something like a plant pierce his skin?" asked Ben, "I've seen the guy shake off energy weapons and crash through solid metal and not take a scratch."

"A question for another time," said Batman, "we need to help him, and find out who did this."

"Someone must have breached the Fortress!" Exclaimed Wonder Woman.

"Agreed. You and Ben have a look around."

Wonder Woman flew on ahead while Ben activated the Ultimatrix, selected his alien, and slammed the dial down.

"XLR8!" The blue-and-black alien sped off in another direction.

Batman took out a flashlight from his utility belt and shined it in Superman's eyes. "Pupils aren't contracting even slightly," he muttered to himself, "he must be cut off from all sensation. Kent, where are you?"

Batman looked down at the container at Superman's feet. It was two halves of an oval-shaped package. Batman swiftly figured out what happened. "So it was a gift," he surmised, as he picked up one of the halves, "teleported here by some alien culture or some grateful world. Or someone who wanted you to think that they were grateful."

"How remarkable," commented a voice; Batman turned to see a massive alien standing in the entrance to the hallway that Wonder Woman had flown through. He was huge, yellow-skinned and wore a purple jumpsuit. Wonder Woman was clutched in one hand. "You animals are really _almost_ intelligent. That's exactly what happened."

XLR8 sped in. "Hey, Batman, I didn't see anyone else here _and holy crud who is that_!?"

"Mongol," Batman growled.

Behind his visor, XLR8's eyes widened. In the couple of weeks since joining the League, Ben had been using the mission logs in the Watchtower's computers to get himself better acquainted with the League's past accomplishments, as well as get to know the villains better. Mongol's file had called the alien strong enough to be a threat to Superman.

"You recognize me," Mongol's voice had a sadistic tone to it. "I'm flattered. I'm sure that Superman told you about our previous encounter."

Batman raised an eyebrow. "You mean how he humiliated you?"

Mongol marched up to him, the triumphant smirk now gone. "A jaundiced account."

"I don't know," mocked XLR8, "Supes does seem like the honest sort."

Mongol shot a glare at him, then held up Wonder Woman as if she were an insect to be studied. "What inferior specimens he surrounds himself with. I took _her_ down before she even knew I was there. And I'll take this whole planet just as easily."

Wonder Woman's eyes snapped open, and slammed both of her feet into Mongol's face. The shock of the impact caused him to release his hold on her.

"Maybe not as easily as you think." She said. Mongol rubbed his jaw and glared at her as she continued, "We 'inferior specimens' call it 'playing possum'."

As both Wonder Woman and Mongol were about to engage, and XLR8 was about to turn into a different alien, Batman stepped between them.

"No." he said.

Wonder Woman stared at him in shock. "No!?"

With his superior smile on his face, Mongol stepped up to her. "Clearly the males on this planet are the smart ones." XLR8 snarled behind his visor; he was beginning to hate this guy more and more. "He wants to know about the plant." He walked up to Superman. "The Black Mercy is a telepathic species; it reads the heart's desire and feeds the individual a totally convincing simulation of it." It didn't seem possible, but Mongol's smile became even more evil.

"So he's dreaming." Batman summarized.

"That is all kinds of twisted." Commented XLR8.

Mongol almost looked offended. "Oh, this is far deeper than any dream." He tilted Superman's face up to look into his eyes. "I wonder where he thinks he is? Sitting on a throne, ruling the universe? All you human garbage fawning at his feet? More honest, don't you think, than this pretense of being a selfless hero?"

"HUMONGOSAUR!" the enormous alien charged forward at the same time as Wonder Woman. He punched Mongol in the face as Wonder Woman slammed into his abdomen. After striking him, Wonder Woman nearly collapsed; Mongol was so strong that she'd nearly broken her hands hitting him. While Humongosaur's endurance prevented that much of a setback, it still hurt his hands a little.

Mongol wiped his mouth, then stood back up. "You don't understand," he said, "Superman was the only one who could have stood in my way. The rest of you? You're already dead."

"No way," said Humongosaur, "I didn't save the universe just to get taken down by a guy whose head looks like a peanut. It's time to go Ultimate!" Humongosaur twisted the Ultimatrix dial, then slapped it. Four spikes popped out. His skin turned green, while a blue, spiked shell covered his back and head. The end of his tail grew a spiked mace, and small silver plates covered his knuckles.

"ULTIMATE HUMONGOSAUR!"

Mongol's eyes widened as Ultimate Humongosaur delivered a punch that sent him flying into a wall. This time, Mongol felt pain. This form was magnitudes stronger than the previous one!

Determined to get back into the fight, Batman and Wonder Woman attacked. Unfortunately, Mongol was more prepared for these two. He backhanded Wonder Woman into a wall, and threw Batman into Superman; in this case, hitting a wall would have been less painful for Batman. Before he could crush Batman, Ultimate Humongosaur wrapped an enormous hand around the alien and threw him into another wall. Mongol expected him to charge him, but instead, he just pointed his hands at Mongol. Then Ultimate Humongosaur's fingers morphed into a multibarreled cannon. Both cannons unleashed a barrage of energy blasts that pummeled Mongol even further.

Mongol decided he needed a different tactic; taking them all head-on would be irritating, even if he were the strongest. He'd kill the weaker heroes first, then focus all of his energy against the big one. However, Batman had a different idea.

"Diana! Can you keep him busy for a few minutes? I think that Ben's form might be strong enough to rip this thing off of Superman!"

Wonder Woman nodded, then tackled Mongol, knocking him through a wall, and followed after him.

"Will she be okay?" asked Ultimate Humongosaur.

"She knocked him into the Hall of Weapons; that should buy her a few minutes." Batman waved a hand at the Black Mercy. "If you want to help, get this thing off of Superman."

Ultimate Humongosaur nodded, then wrapped his hand around the plant. At first, it wouldn't budge; gritting his teeth and bracing himself, he pulled as hard as he could. Slowly but surely, the Black Mercy began to come off.

"Almost…there…"

Ultimate Humongosaur thought that it would come off slowly, but to his surprise, it detached itself and jumped right at him! He had not time to react as the plant wrapped itself around his throat.

"No!" cried out Batman, as Ultimate Humongosaur fell to his knees, a dopey smile creeping across his face.

 **Bellwood**

Ben strode out of his parents' garage and towards his car. He hurried his step after looking at the time on his phone; he didn't want to be late. He drove out to Kevin's house, barely making it in time. As he stepped out, he saw three of the most important people in his life.

First was Gwen Tennyson, his cousin. One-quarter Anodite, magic-user and black-belt, she waved to him in her jeans, red shirt under her black vest, and her long red hair tied up in a ponytail.

Next to her was her boyfriend and Ben's best friend, Kevin Levin. He wore a smirk and crossed his arms as Ben drove up. He wore a black t-shirt over a grey, long-sleeved shirt and jeans. His long, black hair was messy, as usual.

Standing in front of them was Julie Yamamoto, Ben's girlfriend. Her smile was full of love as she waved. As usual, she wore her pink sweatshirt over a white polo shirt and white skirt. Her short, black hair was, as always, perfectly straight.

"Hey, guys, told you I'd get here on-oomph!" Ben didn't finish his sentence as Julie wrapped her arms around his neck and kissed him deeply. When they parted, Ben gave her a goofy grin. "If that's what I get when I get here on time, what do I get when I get here early?"

"Oh, you'll find out later," said Julie, a playful smile on her face.

"If you two are done, we do have a job to do." Though her tone was serious, Gwen's smile said otherwise.

"Come on, Gwen," said Kevin, "let the kids have their fun; it's not like the Forever Knights are gonna go anywhere. They live in big _castles_ , remember?"

Gwen rolled her eyes as she got into Kevin's car. Julie got into Ben's car, followed by Ship, her pet Galvanic Mechamorph symbiote. Ben and Kevin got into the driver's seat of their respective rides and drove off.

…

 **Fortress of Solitude**

Superman slowly shook off the effects of the Black Mercy, and when the blurriness had faded away, his eyes fell upon Batman trying to pull the plant off of what could have been one of Ben's aliens. Then he remembered.

Mongol! He'd done this to him! He'd made him see the end of his world, the end of his _family_!

He heard the sound of fists against flesh; that meant that Mongol was fighting someone else. Ignoring Batman, he flew off.

Mongol needed to pay!

…

Wonder Woman was lying on the ground, her body nearly broken by Mongol's savage beating. She was barely conscious as the alien warlord picked up a spear from the Hall of Weapons, and prepared to drive it through her heart.

Mongol's sadistic smile was back in full force; he prepared to drive home his weapon, when a noise made him pause. He only had a moment to look surprised before Superman collided with him, crashing through room after room of the Fortress. The two eventually landed in Superman's "zoo", a place he kept the animals he'd rescued from an alien collector.

In his rage, Superman threw punch after punch, for the moment not caring how much damage was done to his Fortress. "Do you have any idea what you did to me!?"

Mongol had to endure another minute of savage beating before he was able to kick Superman backwards. Though he was in pain, he still kept up his grin. "I fashioned a prison that you couldn't leave without sacrificing your heart's desire." He cracked the tendons in his neck. "It must have been like tearing off your own arm."

Then he reached out and grabbed Superman's head.

…

Wonder Woman slowly crawled to where she had last seen Batman and Ultimate Humongosaur. She was in no shape to continue fighting, so the best she could do was stay away from the battle. After a few minutes, she made it back. However, the scene before her was enough to distract her from her pain.

She saw Batman pulling futilely at the Black Mercy, now wrapped around Ultimate Humongosaur.

"Hera, no."

Batman heard her and turned around; his eyes widened as he witnessed her battered state. "Are you alright?" he asked as he helped her up.

"I've been better," Wonder Woman admitted weakly, "what happened to Ben?"

"He pulled off the plant, but it latched onto him. We either need Superman to pull it off, or else Ben has to somehow snap out of it himself."

"Well, Superman is fighting Mongol; we're stuck with the second option." She looked at Ultimate Humongosaur. "Can you get me to him?"

Batman nodded, and he helped her limp over to the colossal alien.

"Ben," she said quietly, "I don't know if you can hear me, but whatever you're seeing, wherever you are, _it isn't real_. Come back to us, Ben; please, come back to us."

…

 **Bellwood**

… _Come back to us…_

As he drove, Ben frowned and rubbed his head.

"Ben, are you okay?" asked Julie, concerned.

Ben shook his head, then smiled at her. "I'm fine," he assured her, "just felt a little weird for a second, that's all."

The two cars pulled up to the entrance of a huge castle. Gwen and Kevin got out, stretching stiff limbs; it had been a long drive, after all. Before Ben could get out of the car, he felt lips pressed against his cheek. He turned to look at his girlfriend.

"Was that because you wanted me to feel better, or did you just want to kiss me?"

Julie smiled. "Maybe a little of both."

They got out of the car and walked up to Kevin and Gwen.

"I don't know why they think that we won't find them," said Kevin, shaking his head, "I mean, they live in a giant castle, for crying out loud!"

"Maybe they know they're gonna get their butts kicked, they just figure they might as well lose in a cool location." Offered Ben.

Kevin rolled his eyes. "Only you would think that living in an old castle would be cool, Tennyson."

Gwen shook her head. "Come on, guys, let's just beat these guys and go home; I don't want to spend too much time cleaning Forever Knight off of me before we go out on our double date tonight."

Ben laughed. "No problem, Gwen." He activated the Ultimatrix. "It's Hero Time!"

…

The Forever Knights were completely surprised when their door was broken down by Humongosaur. A few tried to fight back, but they were easily beaten by either Humongosaur's fists, Gwen's Mana attacks, Kevin's stone-covered hands, or by the weapons in Julie's battlesuit. The rest fled.

Humongosaur turned back into Ben and wiped his hands. "I think that takes care of them for a while."

"Yeah," agreed Kevin, "I don't know why they even bother anymore."

"Maybe they're all a bunch of masochists?" offered Gwen.

"No, they wouldn't fight back otherwise." Julie tapped her chin in thought. "I know! They're all idiots!"

The others laughed. "Come on," said Ben, still smiling, "we've all got a date to get ready for…"

 _BEN…_

Ben's head jerked up, then he looked around. The voice had somehow spoken in his mind, and while he didn't recognize it, it seemed familiar somehow.

"Ben, are you okay?" Gwen looked at her cousin with concern.

"I'm fine, I just thought that I heard…"

 _BEN!_

Ben stumbled as he heard the voice again. It was the voice of a woman; she sounded scared, even desperate.

Who was it… and why did she sound so familiar? He clutched his head, trying to figure it all out.

The castle began to shake. Cracks grew in the floor and walls, and pieces of the ceiling began to rain down. The area that the four stood on began to open up. Ben fell backwards, but his eyes widened in horror as he saw Gwen, Kevin and Julie fall into the crevasse.

"NO!" He jumped forward, managing to catch Julie's hand before she fell; Gwen and Kevin were nowhere to be seen.

"Ben," said Julie, as she looked up at him, "you have to wake up." Julie's mouth was moving, but the voice that came out was all wrong; it sounded like… Diana!

The realization opened a floodgate in Ben's mind. This fight had never happened. He was a member of the Justice League, he wasn't even in his own universe; Gwen was dead, Kevin was dead; Julie… Julie was dead.

He remembered going into the Fortress of Solitude; he remembered the fight with Mongol, and helping take the Black Mercy off of Superman. The plant had hit him… and he was living a fantasy; none of this was real… he pulled "Julie" as close as he could, and kissed her deeply.

"I will always love you." With tears in his eyes, he let go.

When she disappeared, everything went black.

 **Fortress of Solitude**

Ultimate Humongosaur's head snapped up, awareness dawning in his eyes. He looked at the Black Mercy, still trying to affect him, and ripped it off. He threw it to the ground, turned back into Humongosaur, and then back into Ben. He soon collapsed onto the ground, tears streaming down his face in the process.

Wonder Woman looked at Batman, who only closed his eyes and shook his head. Diana limped over to Ben, sat down and held him close. Ben continued to sob as she gently rocked him back and forth.

"Shhh…" she whispered, "It's okay; we're here for you, Ben. We're here for you."

Batman could guess what had happened: Ben's fantasy had been to be with his loved ones again, and he had believed that it was real.

To find out that it wasn't… that sort of horrific realization could break a person, no matter how strong-willed they were.

He saw movement in the corner of his eye; the Black Mercy was still alive and probably looking for someone else to attach to.

Batman's eyes narrowed in fury.

And he knew just who to give it to.

…

Superman was beyond enraged; he'd lost everything twice now, and he actually _saw_ it the second time. His barrage of punches was only stopped when Mongol swept his feet out from under him.

"Now, Last Son of Krypton," said Mongol, "prepare to join your people in oblivion!"

"Not today!"

The two aliens looked up to see Batman swing the object in his cape like a sling, sending the Black Mercy right at Mongol. The warlord had just enough time to gasp before it hit him…

…

Superman and Batman stared at the still form of Mongol. He was lying on the ground, the Black Mercy clutching at his chest, a sick grin plastered on his face.

"What do you think he's seeing?" asked Superman.

"Whatever it is," said Batman with narrowed eyes, "it's too good for him." Then he turned to Superman. "Come on, we need to check on Diana and Ben."

"Wait, what happened to Ben?"

"When he got the plant off of you, it got attached to him by mistake." Batman looked down at Mongol again. "Whatever fantasy that he was in, whatever it put him through… it nearly broke him when he snapped out of it."

Superman nodded. He could understand that. The two heroes went up one level to find Ben still crying, and still being held by Wonder Woman. She was in obvious pain, but she was still willing to help the younger hero.

"Let's get him home." Said Superman softly.

Superman put Ben into the invisible plane, while Batman helped Wonder Woman limp inside.

"Bruce, let me make a call; I'll see you later."

Batman looked at him suspiciously, but nodded and got into the plane. After it took off, Superman contacted the Watchtower.

"J'onn? I need you to contact Kara for me. I need her for a… sensitive mission."

…

 **San Francisco**

Supergirl arrived at Ben's house about an hour after J'onn called her. All it took was for the Martian to say that Ben needed help, and she was ready to go. She had already been on the ground when she got the call, though she had been in Russia, saving people who had been in an earthquake; Flash and Steel had assured her that things were well in hand, so she took off for California as fast as she could. She'd only stopped when J'onn teleported in some civilian clothes for her.

When she knocked on Ben's door, she was surprised to see Diana answer it. Kara had to admit it, Diana had seen better days; her arms and head had bandages over them, and she suspected that her civilian clothes hid even more injuries. It was probably thanks to the accelerated healing factor that she possessed that Diana was even walking at all.

Diana gestured for her to come inside. "What happened?" asked Kara worriedly.

"Ben came with Batman and I to wish your cousin a happy birthday; however, Mongol was there."

Kara gasped. She knew about Mongol; she had been with Ben when he was looking at the old case files.

"Is he hurt!? Where's that freak Mongol!? I'll…"

"Ben is alright, at least physically." Diana frowned for a moment; she had been upset too after seeing what the Black Mercy had done to Ben.

Anyone in the League would have been. But Kara seemed a little… _too_ protective.

"What do you mean, 'at least physically'?" Kara seemed less mad, and now was just concerned.

"Mongol had attached a plant to Clark; it had made him live his heart's greatest desire. When Ben pulled it off, it did the same thing to him. He was able to snap out of it himself, but… well, see for yourself." Diana nodded towards the stairs.

"Thanks, Diana." Kara rushed upstairs.

Diana limped over to the living room and sat on the couch. It had only been a couple of hours since the fight, and even with her rapid healing, she was still in a lot of pain. She had wanted Bruce to stay as well, but Batman's bedside manner needed serious work. For now, only the founding members of the League and Kara knew about what happened, and for Ben's sake, they intended to keep it that way.

…

Kara hurried upstairs. It wasn't hard to find which room Ben was in; super hearing allowed her to hear his heartbeat. She opened the door to find him sitting upright on his bed. He'd definitely looked better; his skin was pale and his eyes were bloodshot from crying so hard. He stared blankly at his feet; he didn't even acknowledge her as she came in.

"Ben?" no answer. Kara walked over to him and gently shook his shoulder. That got him to at least look at her, but he didn't really _see_ her. It was as if something was missing in his eyes; it took Kara a moment before she remembered where she'd seen it before. It had been the first day that she and Ben had met; when Ben had spoken about his family's death. It looked like Ben had been through it all over again. Kara sat at the foot of the bed.

"Ben, look, I don't know what happened to you; but no matter what, I'll be here if you need me."

Ben looked up at her for a moment. For a second, Kara thought that there was going to be a repeat performance of what happened the first night at the Kent farm. However, instead of breaking down in tears, Ben simply shifted until he was sitting next to her. After a second of hesitation on his part, Ben wrapped his arms around her tightly. Kara was a little surprised, but returned the hug with equal force.

"Thank you." Ben whispered.

…

Both Diana and Kara stayed at Ben's home for the next few days. Other League members would visit, but Diana and Kara rarely left for more than an hour or two. During the first couple of days, Ben was nearly lifeless, rarely leaving his bed and, save for the occasional word or phrase, was completely silent and even then, those words were usually directed at Kara. On the third day, Ben surprised both women by coming downstairs and telling them "good morning". And he did it with a smile.

"I guess I realized that I can talk to you all about this kind of stuff," Ben had said to Diana when she'd asked what brought about the change, "just knowing that I have people who will listen, who'll be there if I need them; that just made me feel better."

Two days after that, both Diana and Kara felt that Ben didn't need people hovering nearby, watching over his shoulder. They packed their things and were almost ready to leave.

Diana was ready first, and was preparing to contact the Watchtower to be teleported when Ben stopped her.

"Diana?" the Amazon princess turned to see her young friend behind her.

"Yes, Ben?"

"I just wanted to say thanks; you know, for being there after I got that plant off of me."

Diana smiled. "Of course, Ben. I know that you'd do the same for me."

Ben smiled back. "I also wanted to say thanks for saving me."

"How do you mean?"

Ben looked down. "If you hadn't called out my name, I don't know if I'd been able to break free. I still don't know if I _wanted_ to break free."

Diana understood what he meant; during her stay at his home, Ben had told both her and Kara what the Black Mercy had shown him. For him to see the people he cared for the most, and then realize that it was all an illusion… both Amazon and alien wanted nothing more than to see Mongol burn for that.

Ben started speaking again. "But still, the fact that I let go… maybe that means that I'm starting to move on; I'm not forgetting them," he added when he saw Diana raise an eyebrow, "but I think that this means that I _can_ live without them. Or at least, live without seeing them again."

Diana pulled him into a gentle hug, which he returned. "I'm glad to hear it, Ben." She let go and took a step back, putting a hand to the communicator in her ear. "Ready, J'onn."

Ben shielded his as a flash of light made Diana disappear.

 _I wonder if that's what people do when I transform_ , Ben thought idly. He turned around and saw Kara standing at the top of his stairs.

"I assume that you heard what I said?"

Kara smiled sheepishly. "A curse of super hearing." She lifted off and floated down the stairs. "Still, I'm happy that you're starting to move on." She looked down, then up; she seemed to have difficulty looking Ben in the eye.

"Kara? You okay?"

To Ben's surprise, a small blush had appeared on Kara's face. "Are… are you sure that you don't need me to stick around? I don't mind staying a couple more days if you need me to."

Ben blinked. Was she…? Nah, couldn't be. "Kara, I'll be fine." Somehow, Kara seemed disappointed. "But, if I have any problem, no matter how small, you'll be the first person I call, okay?"

Kara brightened up at that. "You better, or I'll kick your butt."

Ben laughed. "Yes, ma'am." He said jokingly.

Kara smiled warmly, then grabbed Ben in one of her crushing hugs.

"Kara!" Ben gasped, "Air!"

"Sorry!"

As Ben got air going back into his lungs, he looked at Kara. Unlike Julie, who was short enough that Ben had to look down, Kara was his height, maybe even a few centimeters taller, so he could easily look her in the eye. It was also very difficult for her to hide that blush.

"Kara, are you okay?"

Kara looked right into his eyes for a moment. "I'm glad you're feeling better, Ben." Then she gave him a quick kiss on the cheek. "Watchtower, ready for teleport." As she began to disappear, Kara saw Ben put his hand over the spot that she'd kissed, a stunned expression on his face.


	8. Kid's Stuff

**Ben 10 does not belong to me. Justice League Unlimited doesn't belong to me either. My only consolation is that I don't have Darkseid trying to crush my head with his bare hands.**

 ***Stares over shoulder* I just wished he'd stop glaring at me like that; it's really starting to freak me out!**

 **You know what the best part about being a kid again is? All your bodily aches and pains vanish! Unfortunately for our five heroes here, they're about to wind up with some brand new ones instead. Ouch!**

Ben 10: Unlimited

Chapter 8

Kids' Stuff

Ben Tennyson had fought plenty of villains in his own universe. He'd faced down warlords, thieves, even extra-dimensional gods. Compared to those things, it made the battle he was currently fighting seem like a walk in the park. He, transformed into Fourarms, along with Batman, Wonder Woman, Superman and Green Lantern, were fighting several supervillains inside of a Federal gold reserve.

The villains weren't all that tough. In fact, any one of the heroes facing them probably could have taken them down by themselves. As it was, it wasn't too long before only one villain was left standing; he was called Copperhead, a man who was dressed like a snake, complete with venomous fangs. In all honesty, Ben thought the man looked rather silly.

"I won't go down so easily!" he hissed as he leaped towards Green Lantern. Lantern calmly created a brick wall with his ring, which his opponent promptly knocked himself out against.

"Sure you will." Green Lantern responded. As the other fallen villains were brought together, he bound them together with some willpower-generated rope. "Guess that's a wrap."

The other four heroes gave him a funny look.

"Sorry; been hanging out with Flash too much."

Fourarms grinned. Finally, it wasn't him making bad jokes. He opened his mouth to tease the guy, but he was interrupted by the appearance of a wave of purple and gold energy. Before anyone could react, the wave covered them, and then they disappeared.

...

 **Another Dimension**

The five heroes opened their eyes to find that they weren't in Kansas anymore. They were floating on a chunk of rock, surrounded by a white sky, crisscrossed by jagged red and black lines. Fourarms could see dozens of other rocks in the distance, each one with people on them.

"It was Judgment Day!" Copperhead raved, "And we got sent to the bad place! The bad place!"

Any further freak outs were halted when Cheetah, another villain who was very cat-like in appearance, slapped him. "Snap out of it Copperhead!"

"This place is weird," commented Fourarms, "it kinda reminds me of the Null Void."

"What's the Null Void?" asked Wonder Woman.

"Prison dimension in my universe," the red alien responded, "used to hold the most dangerous bad guys of my universe. I've had to send a lot of my villains there before." Fourarms looked around. "At least there aren't any flying squid-things around."

"So, we're in another dimension?"

Fourarms shrugged. "Looks like."

"Oh, is that all?" Copperhead stammered, still freaked out by the sight of everything.

"Have you noticed something odd about all this?" interrupted Batman.

"Aside from the obvious?" snorted Fourarms.

"There are only adults here." Batman said, as if Fourarms hadn't spoken.

Wonder Woman looked around. "He's right; there aren't any children here."

"That's because a child is responsible."

The heroes turned to see a woman in purple and gold robes floating towards them. Fourarms couldn't see her face, or any of her true features; she was completely covered, while her face was concealed by a golden face mask. The other heroes went into fighting stances.

"Morgaine Le Fey." Growled Batman, "I should have known."

"Calm yourselves; I mean you no harm. My own son, Mordred, is responsible for this treachery, banishing all adults to this shadow-realm." She looked out to the distance. "And after I spent millennia feeding him, bathing him, preparing him to be king. Where did I go wrong?"

"See, this is why you shouldn't teach your kid magic if you're evil." Said Fourarms while rolling his eyes, "It always comes back to bite you later."

"You'd think they'd learn." Muttered Green Lantern.

"You're a sorceress," Wonder Woman said to Le Fey, "can't you just undo his spell?"

Morgaine shook her head. "No, he has the Amulet of First Magic; he's too powerful." She paused, then looked at the heroes. "But if we all work together…"

Batman finished her sentence. "You want us to defeat your own son?"

Even though her face was hidden, Le Fey seemed smug. "So don't trust me. Let him rule the world and all your children. Here we will stay. Forever."

"Well, how can we get to the real world?" asked Fourarms, "I don't see an exit anywhere."

"You won't need one," explained Le Fey, "the spell only banishes adults."

The heroes didn't take long to figure out the sorceress's meaning.

"I don't like where this is going." Said Green Lantern darkly.

"It's the only way." Responded Le Fey.

"We have to do it," Superman sighed. Sometimes doing the right thing could make a hero miserable.

"Excellent," hissed Le Fey, " _Milugu_ _sagaroth, raboth tanaabu, kathuta_!"

With a flash of green light from the sorceress's hands, the heroes vanished.

…

 **Funseyland Amusement Park**

With a glee that only a sadistic child could have, Mordred came to the amusement park, now full of only children, and turned it into a dark, twisted palace for himself and his "subjects". This was what he'd always wanted; a kingdom, a mass of followers, and no mother telling him what to do. With but a glare, the other children followed Mordred without a backward glance. If they had, they might have noticed the shadows behind them; shadows that led to five ten-year-old heroes.

"This better be temporary," said Batman, while looking down at his much younger self.

"You sound weird," said Superman, "Whoa, so do I!"

"I kind of like this," said a smiling Wonder Woman, as she noticed that she was a good few inches taller than her teammates.

"I don't," said a new voice. The others turned to see the ten-year-old Ben Tennyson. While the other heroes had remained in their costumes, albeit kid-sized ones, Ben had completely changed. Gone were his green jacket, jeans and even his Ultimatrix. Instead, he wore a white t-shirt with a black stripe going down the middle, brow cargo pants, and a black and white device on his wrist.

"Ben?" asked Superman, "What happened?"

"Stupid magic must've made us how we were when we were ten years old, not just de-aged us," explained Ben as he crossed his arms and scowled, "which means that I don't have the Ultimatrix, I have the original Omnitrix. No Ultimate forms, shorter time spent as an alien, and a REALLY long recharge time. Great, I'm not gonna be much help here, guys."

While Wonder Woman placed a comforting hand on Ben's shoulder, Batman turned to Green Lantern, who was squinting.

"What's the matter?" asked the mini-Dark Knight.

"I wore glasses as a kid," explained Lantern, "guess I need 'em again." When he spoke, his ring created a set of square, thick-rimmed glasses. "Wow! I didn't even try to make these!"

"I hope not," said Batman, as Superman tried not to laugh. Even Ben cracked a smile. Green Lantern focused until his dorky glasses became a much cooler mask.

"Nice," complimented Superman.

"Would you stop messing around?" asked Wonder Woman as she slapped the Kryptonian upside the head, "We gotta find Mordred!"

"Bet the little punk's in there," said Batman, pointing to the castle.

"Yeah, you're probably right," agreed Ben, "the kid grew up in medieval times, right? He'd like to stay in a castle." Activating the Omnitrix, he cycled through his aliens, noting that he had significantly fewer than before.

 _Oh well_ , he thought, _I'll make do with what I've got_. He made his choice and slammed down the dial.

"HEATBLAST!" The fiery alien looked down. "Well, at least it gave me the alien that I wanted. That's a plus."

"Come on!" said Batman, as he ran towards the castle. Superman, Green Lantern, Wonder Woman and Heatblast flew over and past him, all with grins on their faces. "It's not a race!" whined Batman.

They crossed the drawbridge over the moat; then, Superman drew back his fist and knocked the door open. There, they saw a young boy with blonde hair and purple clothes sitting on a throne; obviously Mordred, surrounded by children. The immortal child stared at them in shock, then burst out laughing.

"The Justice Babies! Ha!"

Batman's eyes narrowed. "What are you laughing at, precious?"

The laughter ceased. "So, Mother sent you, huh? She shouldn't send a boy to do a man's job!" grasping the amulet around his neck, he sent a wave of purple energy at the action figures held in a boy's arms. The toys grew in size, until they were twenty feet tall.

The heroes stood in shock for a moment, then leaped into action. Superman attacked a red one with a spiked mace, but was slammed into the ground. A beige enemy with a hammer prepared to finish him off, but was distracted when Green Lantern blasted him with a beam of energy. Faced with this new enemy, the robotic-looking foe gave chase.

Batman attempted to attack Mordred directly, but was intercepted by a thin, purple Cyclops with large claws. He jumped over his monstrous opponent and launched a grappler at Mordred, who ducked. Instead of him, the grappler hit his throne.

"Ha!" He taunted.

Batman only smirked as he pulled the line towards him, knocking the throne on top of Mordred. The smirk vanished, however, when the throne exploded, revealing a very angry Mordred. He sent a blast of purple energy at Batman, who dodged, letting the magic strike the monster behind him instead. The creature vanished, with only a few purple sparks remaining.

Heatblast flew over the head of his opponent, a green, armored brute with a large axe. Keeping sure to stay out of its range, Heatblast kept up a constant stream of fire. Eventually, the entire beast was glowing red. Drops of melted metal fell to the ground. Heatblast stood in front of it, an arrogant smile on his face. The creature raised its half-melted axe to strike back, when the alien hero merely pointed his forefinger at it, with his thumb straight up.

"Bang."

A single ball of fire struck the creature in the chest; it was just enough to cause the thing to collapse into a melted puddle. With a laugh, Heatblast flew off to help the others.

Green Lantern had a little problem. Not with his opponent, he was doing an admirable job of staying out of the range of its hammer; no, the issue was that he couldn't figure out what to use to destroy it.

"I'll make a laser cannon!" he cried out, "No, no, a missile launcher! Oh, I know!"

"Just pick something!" yelled out Batman.

Focusing, Lantern created a giant green boxing glove, and smashed the thing into pieces.

Meanwhile, Superman had dispatched his enemy with a blast of heat-vision, but Wonder Woman was having a bit of a problem. Her opponent, a fiendish thing with a large spear, had pinned her to a pillar, where she was left unable to counterattack. Fortunately, Batman jumped onto its head, stabbing with a batarang. Sadly, the attack did nothing more than annoy the creature. It reached up and grabbed Batman by the cape, who still tried to attack it.

Seeing her friend in trouble, Wonder Woman flew forward and smashed her fist into the thing as hard as she could. Cracks spread across its body, then it shattered. Batman fell to the ground, but was caught by the Amazon Princess.

"You okay, tough guy?"

"Let go, I'm fine!" Batman struggled out of her arms, then sulked off. Wonder Woman watched him go with a small pout.

Finished with their battles, the heroes gathered together again in front of Mordred.

"That's not fair!" he cried out.

"Get 'im!" Batman yelled, while the others charged ahead.

Mordred raised a hand, and all of the heroes save for Heatblast were encased in ice. The fire-alien was instead covered in stone.

"Playtime is over," gloated the sorcerer as he grasped the amulet, "you'll share the fate of all my enemies: execution."

The floor opened up, and the heroes fell into a dungeon below. When they struck the ground, the ice and stone that held them disappeared. Superman tried to fly back up, but Mordred created a web of magical energy that not only blocked the Man of Steel, but also sent him crashing back to the floor. Heatblast raised his hands, ready to charbroil the little creep, when the Omnitrix symbol on his chest began to flash red.

"Oh, come on," he groaned, "we're back to this shtick again!?" In a flash of red light, he transformed back into Ben. "Aw man."

With typical bad timing, one of the gates in the dungeon opened, revealing a pair of glowing, red eyes. From the shadows stepped a very small, yellow monster with fangs and fan-shaped ears. He wore a red suit, with a purple cape. He might have been intimidating if he was taller than the heroes, or even close to their size; however, he only came up to Ben's knees.

"What'd he do to the demon?" asked Green Lantern.

"Etrigan?" asked Batman. In response, the mini-demon blew of stream of hellfire in their direction. Wonder Woman pulled Batman away, while Ben took cover behind a shield created by Green Lantern.

Before the League-aligned demon could overwhelm the shield, Superman flew forward and grabbed the little monster.

"No!" yelled Batman, "Don't hurt him!" Obviously, Mordred had enslaved their demonic friend. Etrigan opened his mouth and chomped down of Superman's arm. Since Etrigan was a magical being, the fangs pierced his normally indestructible skin.

"Ow! Tell him that!" shaking his arm, Superman launched the demon across the dungeon. Etrigan, in turn, blew a ball of fire into Superman's face.

Green Lantern tried to put the demon in a cage, but he simply crawled out of it. He slammed into Green Lantern, knocking him out. Then Ben slid forward, feet first, catching Etrigan in the back and sending him flying. Before the demon could retaliate, Batman flung his cape over Etrigan's face.

"Etrigan, cut it out!"

The demon did no such thing, grabbing the cape and throwing Batman over his head and onto his back. As he stood over the fallen hero, Wonder Woman approached.

"Etrigan, you stop right there! I mean it!" the demon turned to her, confusion on his face. "You naughty monster! Bad, bad Etrigan!"

Tears welled up in Etrigan's eyes, and he began to cry.

Wonder Woman picked him up, and rocked him in her arms. "Hey, little guy; it's okay." She was practically cooing. "I won't hurt you." The little demon purred, happy with the attention.

Batman rolled over. "You've gotta be kidding."

"Anyone besides me finding this way too freaky?" asked Ben.

"He's just a baby." Wonder Woman patted Etrigan's back until he burped a small ball of fire. "That's all he needed."

Green Lantern sniffed the air, then his face scrunched up in disgust. "Aw, man, that ain't all he needs."

Batman backed up. "Now that is a job for Superman."

Green Lantern nodded. "I'm gonna punch a way out of here."

Wonder Woman handed Etrigan to Superman. "I'll help."

Superman looked at Ben, his face pleading.

"Uh, I'm gonna go supervise." Then Ben ran off.

"Traitors," muttered Superman, as he held the very smelly demon as far away as his arms could stretch.

…

It took a while for them to escape, which gave Ben some time to think. Being a ten-year-old again reminded him of the adventures he'd had on that fateful summer. Even though it had been a few weeks since he'd recovered from the incident with Mongol, it still hurt to think about how he'd never see his loved ones again. It just hadn't been fair; he had done so much good for people, the world, even the entire universe. Why did they die?

Ben quickly cut off that line of thought; it was in the past, and he needed to move on.

After a few hours of digging, the heroes made their way to the courtyard just outside the castle. It was chaos; children were running around making a mess, fighting with each other, and just doing the things that children do when adults aren't around. Superman, Batman, Wonder Woman and Green Lantern flew to the center of it all, while Ben hid in a nearby alley, along with Baby Etrigan. He couldn't stay as an alien for very long, and he didn't want his secret identity revealed, even if he was unrecognizable. Regardless, now that the Omnitrix had recharged, he was ready to go hero if the others needed him.

"You two, knock it off!" Superman ordered a couple kids fighting with wooden swords.

"What're you gonna do? You're just a kid." Both boys jumped back as lasers sliced the ground in front of them.

"I'm the kid with laser beams coming out his eyes." Superman retorted with a glare, causing the two to run away in fright.

Still, the chaos continued, as kids still ran around yelling their heads off.

Wonder Woman's eye twitched, before yelling out, "THAT'S ENOUGH!"

The other children froze. Then a small girl said, "You can't tell us what to do! You're not our mom!"

Wonder Woman glared at her. "No, but I promise you, we will find all your moms." She turned her glare to all of the children. "And I'm gonna tell!"

 _Good thing she mellows out when she get older_ , Ben thought. Etrigan gurgled in his arms, as if agreeing with him.

"Go outside and wait for your parents." For a moment, the children didn't react to Wonder Woman's words. "Now!"

Ben approached the other heroes as the children left. He saw Wonder Woman walk up to Batman, place a hand on her hip and wink. The eyes of Batman, Green Lantern, and Ben all widened; Superman's didn't, because he apparently didn't notice.

"Your girlfriend sure is bossy," commented Lantern.

"Shut up," Batman retorted, then walked off.

"Do those two have a history?" asked Ben.

"Oh, totally; Bats just won't admit it. It's kinda sad."

The heroes snuck back into the castle without incident; apparently, Mordred thought they were dead, and thus didn't feel the need for guards. The group saw that he was asleep; to make things better, he had a set of headphones covering his ears.

"We can take him," whispered Wonder Woman.

"I'll make a giant lawnmower and chew 'em up!" said Green Lantern. The other heroes stared at him for a moment.

"I say we get that amulet away from him, then we can take him down." Said Batman. "Ben, can you turn into Ghostfreak and take it away? Once we do that, we should be able to stop him." Batman looked at Green Lantern. "But no mowers."

"Why?" asked Lantern.

"Because it's stupid." Responded Superman.

Meanwhile, Ben was cycling through his aliens, until he found Ghostfreak. He slammed the dial down, but the alien he turned into was definitely not Ghostfreak. It seemed to be made of green vines. Instead of legs and feet, it had a mass of tentacle-like vines, seedpods on its back, and a single black eye.

"WILDVINE!" the voice of the alien was soft and raspy. Wildvine looked down. "Oh, come on, stupid watch! See, this is why I traded up for the Ultimatrix!"

"Is this going to be a problem?" asked Batman.

"No, it's cool; I can work with Wildvine."

"All right, while Wildvine is doing his thing, the rest of us split up, two on one side, two on the other."

"I'll go with Clark." Said Wonder Woman. Then a sly look came over her face. "Unless you want me to go with you, Bruce?"

"Whatever." was Batman's response.

"I'm cool to go with Diana," said Superman.

"I changed my mind," said Wonder Woman, "I'll go with Bruce, and John can go with Clark." She grabbed his arm and dragged him off.

"What's with them?" asked Superman.

"Seriously, dude?" asked Wildvine, rolling his eye. "You remember when I called you dense about the Lois thing?" Superman nodded. "Okay, I'm extending that to other people's relationships, too." He then slid towards Mordred.

Superman turned towards Green Lantern, who only rolled his own eyes and snickered, then flew off.

"What am I missing?" asked Superman to no one in particular.

As the senior Leaguers got into position, Wildvine slithered towards the target. Once he was close enough, he stretched out a vine and gingerly wrapped it around the amulet. Unfortunately, the other Leaguers were unable to warn him as a little girl approached him.

"What are you doing?"

Startled, Wildvine dropped the amulet on Mordred's chest, waking him up.

"Get the amulet!" cried Batman.

Before he could fully awaken, Wildvine stretched another vine out and wrapped it around Mordred's face. Then he flipped the young sorcerer on his back, while the other Leaguers jumped on him.

"We can take him!" yelled Batman, "He's just a little kid!"

That was the wrong thing to say, as Mordred's eyes began to glow, and his body began to grow. In a few seconds, he was bigger than Humongosaur.

"Man, I hate magic!" complained Green Lantern, as he and the others were thrown off.

"Now who's little?" boasted Mordred. He brought a giant foot down at Wildvine, who had been trying to get the girl to safety.

Seeing the danger, he grabbed one of the seedpods from his back and hurled it at Mordred, where it exploded like a grenade. Knocked off-balance, he collapsed. The shockwave from the impact hurled Wildvine, Batman and the girl into the air. Batman was caught by Green Lantern, riding a willpower-generated surfboard, the girl was caught by Superman, and Wonder Woman caught Wildvine.

As they flew off, Mordred fired a blast of magic from his eyes; this blast hit two stone dragons that came to life from his magic. The dragons spread their wings, took off and gave chase.

…

"You're kind of heavy," commented Wonder Woman as she carried Wildvine.

"You have super-strength," said Wildvine, "what counts as heavy to you?"

Before Wonder Woman could respond, the Omnitrix symbol began to blink red, and then Wildvine turned back into Ben.

"Oh, come on!" he yelled, "That wasn't even five minutes!" Was this watch trying to get him killed?

"Well, at least you're not heavy," said Wonder Woman, trying to lighten the mood.

"Again, super-strength; I shouldn't be heavy unless I'm Way Big or something."

Before the conversation could continue, one of the stone dragons flew behind Wonder Woman and grabbed her by the shoulders. In her surprise, she accidentally dropped Ben. Since the Omnitrix was still recharging, Ben was helpless as he fell towards the ground.

Wonder Woman knew she didn't have long; Ben was going to die if she didn't something! She threw her magic lasso around the dragon's jaws, then used her own super-strength to hurl the dragon towards the ground. With the dragon's fall adding momentum to her already impressively fast flight, she was able to catch up to, and overtake, Ben's fall. She caught him by the arm while they watched the dragon shatter on the ground below.

"I keep falling from high places like this, it's really gonna mess with my health one day." Ben said it as casually as he could, but Wonder Woman could feel him trembling. He had been terrified. She tightened her grip around his hand as sign of support, which he thanked her for in the form of a smile.

The two made it back to the castle, where Superman and the little girl were waiting. They turned to see Green Lantern and Batman closely followed by the giant Mordred. They all made their way into the castle, before closing the doors and barricading them shut.

"Come out of my castle!" came Mordred's booming voice. "Your king commands it!" The sound of giant fists banging could be heard.

The heroes huddled together, trying to figure out what to do.

"I got a plan," said an enthusiastic Green Lantern, "I'll make some giant handcuffs and…"

"Forget it." Interrupted Batman, "We've gotta focus on…" seeing Lantern's crestfallen face, he reconsidered. "Never mind what I just said, we'll take care of everything else; Lantern, you go crazy."

At Batman's instruction, Superman punched a hole in the wall, where the others flew out. While Lantern got ready, everyone else hid behind some rocks, where Ben had stashed Etrigan. After a quick discussion, Ben had to ask.

"Will this work?"

"Hopefully," said Batman, "as long as the Omnitrix doesn't mess up again."

Ben looked down, a little nervous. His confidence had been shaken more than he'd admit after the last couple of screw-ups. Wonder Woman saw it and put a hand on his shoulder.

"Don't worry," she said comfortingly, "I know you'll do it."

Ben gave a small smile in return.

…

Mordred burst through the doors to his castle, but found that no one was there.

"Hey, junior!"

Mordred turned to hear the voice calling him out, and found a giant green battlesuit, almost as large as he was now, poised to fight him. Piloting the mech was Green Lantern.

"How 'bout pickin' on someone your own size?"

A sadistic smile came to Mordred's face as he cracked his knuckles. "You're so dead."

Gritting his teeth, Lantern created missile launchers on his mech's shoulders, firing a volley at the would-be king. Mordred didn't even move. When the smoke from the explosion cleared, Mordred was unharmed, but he was changed. He was wearing a suit of plate armor and holding a massive poleax. Smiling, the young villain charged. Lantern tried slowing him down by shooting him with the cannon on his creation's arm, but to no avail. The axe went right through the stomach of the mech, knocking it to the ground and pinning the Lantern there.

As the construct vanished, Mordred asked, "Did you really think you could beat me in that piece of junk?"

Lantern shrugged, smiling. "Wasn't really trying."

Mordred felt a tug around his neck, and saw Superman trying to pull off his amulet. "Treachery!" he yelled.

As Superman finally yanked off the amulet, he was grabbed by Mordred. Unable to get away, Superman tossed it to Batman. However, the Dark Knight was unable to get very far, as Mordred's other hand caught him. He quickly threw it to Wonder Woman, who made a beeline to a cluster of rocks. Mordred sent a blast of magic from his eyes, pulling the Amazon towards him.

At the last second, she threw the amulet to the rocks, where three green tentacles caught it. The owner of the appendages climbed over the rocks. It was a small, green woodchuck-like creature. The tentacles emerged from its mouth. The symbol of the Omnitrix was displayed on his chest.

Mordred burst out laughing. "What in the world is that ugly thing?"

In response, the creature pulled his tentacles back into his mouth, taking the amulet with them. With a loud gulp, the mystical object was swallowed whole, causing Mordred to gape in shock.

"This guy's name is Upchuck." the alien said, a smug smirk on his face, "Three guesses what his other power is besides eating stuff."

Before Mordred could react, Upchuck opened his mouth, releasing a massive blast of green energy at Mordred. The blast was so powerful that it knocked Upchuck off his feet and into a tree, before he fell onto his back. For a moment, he saw three of everything but, with Wonder Woman's assistance, he was able to stand up. All of the other heroes, even baby Etrigan, were smiling at him.

"So," said Upchuck, "did I get him?"

"Nice try," came Mordred's voice. The heroes turned to see him getting to his feet, his armor smoking, but otherwise, he was unharmed. "I've already absorbed too much of the amulet's power."

With a blink, the six heroes were pulled into the air and held upside-down. Mordred held out a hand, where purple energy gathered and formed a spiked sword.

"Now," he said as he brandished the sword at the heroes, "I'll take care of my kingly duties myself." But as he began to move towards them, he was stopped when the little girl from before got in his way.

"What?" Mordred asked.

"I'm scared," the girl whimpered, "I want my mommy."

"You don't need a mommy," said Mordred, "you're better off without one; trust me."

The girl just started to cry.

"Stop it," demanded Mordred, though it looked like he was being affected as well, "Stop it!"

"Some king," said Superman sarcastically.

"I'm not impressed," said Wonder Woman.

"What'd you expect?" asked Batman, "He's a boy, doing a man's job."

"You don't know what it's like," said Mordred, approaching the floating heroes, "being stuck as a kid."

"Since you got all that power, you could've been a man any time you wanted." Batman smirked, "I'll bet you're too chicken to grow up."

"Yep," agreed Green Lantern, "big chicken, that's what you are."

"Face it, you little wuss," said Upchuck, "you like being a little momma's boy."

"I'll show you," Mordred yelled, "I'll show you all!" in a flash of purple light, the boy disappeared. In his place stood a tall, muscular man in his twenties.

"I'm older than you now." He said in a superior tone.

"You sure are." Agreed Batman, the smirk not leaving his face.

Mordred realized his mistake as his body began to become transparent. In a few seconds, he disappeared entirely. With him gone, the magic suspending the heroes in the air wore off; they landed on their feet and approached the spot that Mordred had occupied.

…

 **Shadow-Realm**

Mordred looked around at the prison he'd created for adults; the prison he'd been tricked into sending himself.

"They cheated!" he pouted, "After I fix this, they're toast!" he tried to summon his magic, but nothing happened. "What's wrong with me? Where's my power?"

"You've used it all." came a voice from behind him. He turned to see his mother, Morgaine Le Fey. "Don't you realize what you've done?"

"What?" Mordred demanded, panic crawling across his face. "WHAT!?"

…

 **Earth**

Across the world, Mordred's spell wore off, and adults were returned to the children that missed them. Any warping of reality that Mordred had caused was reversed, and the world began to return to normal.

At the amusement park, the six heroes of the Justice League were approached by Le Fey. She stared at them for a moment, no doubt contemplating killing them right there.

"A bargain is a bargain." With a wave of green energy, the Leaguers were returned to their right ages. Upchuck was transformed back into an eighteen-year-old Ben Tennyson, complete with his trademark jacket and his Ultimatrix. Wonder Woman, who had been holding the baby Etrigan, looked down to see a fully-adult version of the demon.

"Mommy." He said. Wonder Woman quickly dropped him on the ground.

Before anyone could see his identity, Ben quickly transformed into Diamondhead, as Le Fey turned to leave via a magic portal.

"Wait," said Batman, "what happened to Mordred?"

"My spell granted him eternal youth," explained Le Fey, "but now that he's broken it, all he has is eternal life." Without a backward glance, she strode through the portal, which then disappeared.

Diamondhead glanced at Etrigan. "So, we're never talking about the whole diaper thing, or the mommy thing, right?"

If looks could kill, then the glare that Etrigan gave would've murdered Diamondhead several times over.

Batman looked out at the rejoicing families that were still being reunited. His eyes narrowed.

"Circumstances aside," said Wonder Woman as she approached him, "it was actually enjoyable to be a kid again."

Batman didn't even look at her. "I haven't been a kid since I was eight years old." He walked off without another word. Understanding his meaning, the other Leaguers solemnly followed.

 **That last part also made me a little sad when I first watched it. No matter how much time passes for Bruce, he's just never been quite the same since that horrible day.**

 **Please Read and Review, guys. I'd like to know what you all think!**


	9. Fearful Symmetry

**Ben 10 does not belong to me. Justice League Unlimited does not belong to me. What does belong to me is this Tiger tank, and I'll use it on anyone who tries to steal my characters. Hands off!**

 **Every family has an odd relative somewhere, a crazy uncle or a weird nephew. The League has the Question. Enough said.**

Ben 10: Unlimited

Chapter 9

Fearful Symmetry

Gilbert Halstrom ran for his life through the streets of Metropolis, though he ran in vain. Nothing would stop his pursuer; nothing could stop his pursuer. He tried to open a door, but it was locked. Before he could force it open, two red beams struck the knob, melting it into a red puddle. Halstrom turned to see his hunter land in front of him.

"What's with the running, Doc?" asked Supergirl, in a sadistic tone, "We both know how this is gonna turn out."

"I didn't tell anyone!" said a panicking Halstrom, "I swear!"

"Good, then you're the only loose end." Thanks to her super-hearing, Supergirl heard the sound of several guns cocking a few blocks away. She turned to face them, but one of her ambushers fired a shot. The beam of energy was Kryptonite-based, so it actually hurt her when it grazed her arm.

Clutching at her wound, she glared at her enemies. While Halstrom ran, she disappeared in a blur of motion, appearing in front of one of the gunmen. She grabbed his rifle and smashed it across his head. One of the others tried to fire a shot, but Supergirl heaved the unconscious body of his companion into him.

Several more shots hit the ground near Supergirl's feet; she turned her head up to see three more attackers using jetpacks to rain fire down on her. Supergirl flew into the air, easily dodging the Kryptonite lasers. Flying down into the city, she used her heat-vision to slice off a chunk of a building; said chunk slammed down onto one of the gunmen, taking him out of the fight.

Supergirl flew down to street-level, almost touching the pavement, while still closely followed by her enemies. She tried to throw them off by flying into oncoming traffic, but to no avail. Trying something else, she flew up and behind a billboard and ripped it out of the building it was attached to. Raising it above her head, she slammed it down onto the remaining two men.

While dusting off his hands, she heard the panicked breathing of her original quarry. She easily caught up with him at a laboratory. Smashing open the doors, she marched inside, determined to finish what she'd started, only pausing to push her long hair behind her ear.

She was moving towards the back when a set of doors opened. They revealed a robot, similar in design to a Mars Rover, but instead of solar panels. It had a pair of torture-style clamps and a massive syringe-like probe in the center. Before she could react, the robot grabbed her arm and smashed her against a wall. Before she could free her arm, a panel opened up revealing a saw-blade. She had to use her free arm to prevent the blade from reaching her throat. Using her super-strength, she ripped it off, just in time to stop the syringe from piercing her throat. A small green point on the tip revealed that it was armed with Kryptonite.

Drawing up as much strength as she could muster, she ripped off the clamp and sent the robot flying across the room. It shattered into pieces. After taking a moment to catch her breath, she walked into the room that the robot had come from, where she found Halstrom was cowering in a corner.

"You can scream now, if you want." Supergirl had a sick smile on her face, as her eyes glowed red.

"AAAAAH!"

…

"AAAAAH!"

Kara ripped off the covers of her bed, trembling and covered in sweat. She looked around; she was in her room in the Kent house. She was in Smallville, not Metropolis; but why had she had a dream like this again? She wrapped her arms around her legs and tilted her head up.

In the ceiling were two holes, still smoking from heat vision.

…

 **Watchtower**

Supergirl sat in a private conference with the Martian Manhunter. He had spent some time examining her mind, trying to find the meaning behind the nightmares plaguing her.

"I've never fully understood the mechanics of dreams," he said after a while, "I don't have them, myself."

"Well, this one's doing a number on my ceiling," said Supergirl, "and Pa Kent's getting tired of patching it."

"I will say this," J'onn stated as he stood up from his chair, "what I saw was far more linear than ordinary dream-logic, but it didn't seem like a memory, either. It was inconclusive."

Supergirl looked at him in apprehension. "You mean I may have actually done these things?" The possibility that she may have _killed_ someone, or multiple people, terrified her.

"I'm sorry," said the Martian sadly, "I just don't know."

A voice from a nearby communication screen lit up. "J'onn, President Cho Chep is on Line One."

J'onn turned back to Supergirl. "I'm going to put you on the Inactive Roster for a few days. Let me know what you find." What the Martian meant was that, barring any serious threat to the world, Supergirl was only going to focus on finding answers, not fighting crime.

…

Supergirl had made her way to the cafeteria, where she met up with Green Arrow and Ben, who was transformed into Diamondhead. Ben had decided that unless he was alone with people that he completely trusted, he was going to remain as either Diamondhead or Fourarms. Aside from a select few, no one in the League knew his identity.

While Arrow and Diamondhead ate lunch, Supergirl explained what had been happening over the last few nights. Diamondhead could relate, at least in part; his nightmares still came, even after six months, though they weren't as common, and they rarely woke him up anymore. Still, he knew what these sorts of dreams could do to a person.

"So what's the big deal?" asked Green Arrow, "You had some nightmares."

 _Obviously, you haven't had_ these _kinds of nightmares_ , thought Diamondhead.

"These weren't just dreams," said Supergirl, "they felt like they really happened."

"I don't know, I've had some dreams that felt mighty real." The archer turned to see Black Canary across the room, typing on a laptop. "There was this one the other night…"

"Dude, TMI!" Diamondhead really didn't need to hear that.

"The point is that I couldn't live with myself if I really did what I saw." Supergirl looked at her friends. "Now, are you two gonna help me or not?"

"Of course, Kara, you know I've got your back." Diamondhead gave her a thumbs-up. Supergirl gave him a smile of thanks.

"So will I," said Green Arrow, "but vague memories like one of those alien abductions? Maybe you've just been hanging out in Kansas for too long."

"I wouldn't be so sure," said a new voice, "especially since those two are the aliens."

The others turned to see a man wearing a blue overcoat, pants, tie, fedora and an orange shirt sit down at their table. He was The Question, easily recognizable because he had no face. No eyes, no nose and no mouth.

 _How does he talk_? Wondered Diamondhead. _Or eat?_

"You've got all the signs of repressed memories." Question said to Supergirl, "People dream what their minds don't want to remember; easier to convince themselves it's all bunk."

"What would she have repressed memories of?" asked Diamondhead.

"You were treated for injuries at S.T.A.R Labs, correct?" The Question didn't even look at Diamondhead. At least, he didn't appear to. It was hard to tell when the man didn't have eyes.

"Yeah," said Supergirl, "a few years ago, when Superman was brainwashed by Darkseid and attacked the Earth. I got hurt and he took me to S.T.A.R for help; I was in a coma for part of it."

"Meaning that there's a gap in time you can't account for." Deduced Question, "That's where we need to investigate."

"Okay, enough!" interrupted Green Arrow. He turned to the younger heroes. "Don't listen to this guy, everything's conspiracies with him."

"I don't know," said an uncertain Diamondhead, "he's got a point; if Supergirl can't remember a point in time, something might have happened." He saw the hurt look that Supergirl was giving him. "I'm not saying you did what you saw; I'm just saying that it sounds like a lead to follow."

"And it's not conspiracies; it's _conspiracy_. Singular. Follow me." Question got up and motioned for them to come with him.

On the way, Supergirl whispered to Diamondhead, "You really don't think I did it?"

"No," Diamondhead whispered back, "I don't care what happened, you would never kill someone; it's not who you are."

Supergirl gave him another, much warmer smile. Inside, Diamondhead felt something weird. Since his body was made of stone, not flesh, he figured that it was the Petrosapien equivalent of a blush.

 _Wait, why am I blushing? Am I…_ His mind went back to after the incident with Mongol, when Kara had kissed him. It had been a little awkward between them for a little while, but things had gone back to normal. However, he could've sworn that he saw Kara looking at him funny when she thought that he wasn't looking. \

And the more Ben thought about it, the more certain he became.

 _Oh, God, I think I_ AM!

Before he could think about his newfound revelation, they arrived at Question's room. Every Leaguer had a room assigned to them on the Watchtower. Some of them stayed on the station full-time, and they needed a place to stay; others would stay over a weekend, or a few days, and they needed a place to stay.

Once they entered and the doors shut, Question turned to Diamondhead. "Now, since my room isn't exactly enormous, and you are rather large, would you mind turning back to normal… Ben?"

The other heroes jumped in shock. Unlike in his own universe, Ben had been extremely careful in hiding his identity. For this guy to figure it out… Diamondhead sighed, and slapped the Ultimatrix dial, turning back into Ben in a flash of green light.

"How did you find out?" Ben asked.

"I do my homework," was the vague response, before Question turned to a large board with pictures, scientific journals and news reports pinned to it, with strings connecting it all. "Now, let's get back to the matter at hand."

"Going back as far as ancient Egypt there've been a cabal of powerful individuals directing the course of human history. However, the common man prefers to believe that they don't exist, and that aids their success."

The other three took a closer look at the connected issues on the wall. "Global warming," read Supergirl, "military upheavals in the third world and actors elected to public office?"

"The spread of coffee bars, germs outpacing antibiotics and boy-bands?" read Green Arrow, "Come on, who would gain from all of this?"

"Who indeed?" asked The Question.

"You know what, I was wrong," said Ben, "he IS nuts."

"What does any of this have to do with my dreams?" asked Supergirl.

"If I'm right, you're part of it; you're going to need my help. I'm going with you." The Question started to walk out of his room. The others followed, with Ben quickly transforming into Fourarms.

"Hold your horses," said Green Arrow as he caught up, "no one asked for more help. This whole trip might just prove that the kid shouldn't eat nachos before bed."

"Peanut-butter sandwiches." Corrected The Question.

The others froze. "How did you… what, do you go through my trash!?" demanded an indignant Supergirl.

"Please," responded a seemingly-offended Question, "I go through everyone's trash."

"… All right, then," said Fourarms after a moment, "he's not only crazy, but he's creepy, too."

…

 **S.T.A.R. Labs, Metropolis**

When the four reached the labs, they were greeted by Professor Hamilton, a middle-aged man with blonde hair and beard. He wore thick-rimmed glasses and a white lab coat. He had been a friend to the Kryptonian cousins for years and had helped them with his scientific expertise on several occasions. He seemed nice enough, only pausing for a moment when he greeted Fourarms. After explaining what had been happening, Hamilton brought them to a room in the medical wing of the facility.

"This is where we treated you when you were in your coma." said Hamilton, gesturing to an operating table, "You were on life-support the whole time; I promise, you weren't running around on violent missions."

"Well then, Professor Hamilton," asked a dubious Question, "maybe you can tell us why her memories led her here."

"I think I can explain that." Hamilton answered calmly. He turned to Supergirl. "You mentioned some sort of torture device."

"Yes." Confirmed Supergirl.

"With robotic arms, and a long probe in the center?"

"Cut to the chase," said Arrow, "You say you've seen something like it?"

"In fact, I have." Hamilton strode across the room.

Fourarms was a little surprised; they were actually getting somewhere! Hamilton pushed a button on a wall, opening a door. Supergirl gasped. There it was! It was smaller than it had been in her dream, but other than that, it was identical!

The robot moved forward as Hamilton explained. "It's not a torture device. It's a surgical robot. It has a Kryptonite-tipped lance; it was the only way to operate on you, Supergirl. That robot saved your life."

He glanced at The Question. "As for the rest of her dream; we humans are used to being vulnerable. But to Supergirl, surgery must have seemed terrible invasive." He tilted his head down to look Supergirl in the eye. "You were powerless to defend yourself; it's possible that your mind created a scenario of fighting back."

Supergirl looked down for a moment, before nodding. After thanking Hamilton for his time, they began to file out of the lab. Before he left, however, Fourarms turned back to the professor.

"Hey, Professor, can I give you a piece of advice?"

"What is it?" Hamilton was curious what an alien would say.

"The next time you make a surgical robot," said Fourarms, "try not to make it look like a torture device. You might have fewer traumatized superheroes that way."

Hamilton smiled. "I'll be sure to take that into consideration."

…

Outside of the labs, the heroes began talking amongst themselves.

"Well, I think that answered everything." Green Arrow looked satisfied.

"A little too well, don't you think?" asked Question.

"Does everything have a sinister motive in your world?" asked Fourarms.

"Yours too, you just don't know it." Responded Question.

"Uh, guys?" Supergirl pointed ahead, where three attack-helicopters were headed towards them. The lead gunship dropped a silver robot at them, where it tackled Supergirl to the ground. Before the others could help, twenty armed men began firing at them.

Green Arrow and Question took cover, while Fourarms slapped the Ultimatrix dial.

"RATH!" cried the humanoid tiger. He growled and leapt towards the nearest attacker; he grabbed the man by the throat and brought him up to his face. "Let me tell you something, soldier guy! Rath does not like it when people attack Rath's friends! It makes Rath angry! Uh, angrier! Whatever!" Then he delivered a headbutt to the man, knocking him out.

Meanwhile, Green Arrow fired a shot that created a smokescreen; using it for cover, both he and Question took down several more of their assailants. When he had the opportunity, the archer fired an explosive arrow at the rotors of one of now-landed helicopters, disabling it. Rath grabbed the tail of another gunship and promptly ripped it off. The men who remained conscious gathered up their wounded and escaped on the last helicopter.

Supergirl was finishing up her fight, decapitating the robot with an uppercut. The horseshoe- shaped head embedded itself into a rock.

"What was that about?" demanded Green Arrow as he looked around at the damaged area.

"Isn't it obvious?" asked Question as he walked away, "We're asking questions someone doesn't want answered."

"Oh, learn a new tune already!"

"I'm starting to think he's right." Supergirl looked down in worry. "That robot came after me; the rest of this was just a distraction." Then she looked around. "Hey, where's Ben?"

After a moment, the two found Rath, pummeling the remains of the helicopter he'd destroyed.

"Hey, kid!" Arrow shouted to get his attention, "I think you got it!"

Rath looked down at the wreckage. "So!? It needs to be taught a lesson!"

Green Arrow looked at Supergirl in confusion. "I'll handle it," she said, "Ben, I think it's time to turn into something a little less… violent, okay? We need to get moving."

Rath grumbled for a moment. "Fine, whatever." He slapped the Ultimatrix dial on his chest, turning into Chromastone. "Sorry about that; I get a little crazy when I'm Rath."

"A little?" asked Green Arrow, "You were trying to teach a chunk of metal a lesson!"

Chromastone scratched the back of his head in embarrassment as they rejoined Question.

"Standard Z-8 Combat Trainer." Muttered Question as he looked over the remains of the robot. He brought the severed head to show them.

"Like the ones we use," said Arrow, "the League buys 'em in bulk."

"So?" Asked Supergirl, not knowing where this was going.

"So who do we buy them from?" asked Question.

"The Army, I think…" Supergirl's expression turned skeptical, "Oh, wait a minute…"

"Another fun fact," said Question, "The man who commissioned the Z-8 Project? He's the same man who put you in the hospital."

"General Hardcastle?" asked Supergirl, "He's retired now, isn't he?"

"Gone," said Question, "and hoping to be forgotten."

…

It didn't take long for them to reach Hardcastle's cabin in the woods; apparently, The Question knew its coordinates, so it was just a quick teleport from the Watchtower away. They walked up the porch, where Chromastone turned the knob; it was unlocked, which was usually a bad sign. The cabin was dark, the only light coming from a dimly-lit fireplace.

"Figured someone'd come for me someday," The heroes turned towards the voice as an aging man turned on a lamp next to him. He was aiming an unusual pistol at them; specifically, at Supergirl. "Only I thought they'd be from the other side. This weapon fires a projectile of Kryptonite pellets, suspended in a liquid-silicon core. Causes maximum scatter on impact; only gets one shot, but trust me, alien, it'll do the job."

Supergirl raised her hands in a placating gesture. "We're not here to hurt you; we just have some questions."

Hardcastle raised an eyebrow. "Sorry if I don't take your word for it; as I recall, your kind can be fickle." Chromastone had heard enough, and he knew just how to stop Supergirl from getting shot; he stepped in front of her, blocking the line of fire.

"Okay, now what, smart guy?" he said smugly, "Waste your one shot on a guy that isn't hurt by either bullets or Kryptonite, and all you've got are four annoyed superheroes."

For a moment, Hardcastle glanced down, as if considering his options. That moment was all Question needed to knock the pistol out of his hands.

"Come one, be a good host," said Green Arrow, "and tell us a story."

After a few minutes, everyone got comfortable as Supergirl explained the situation, with Chromastone keeping the Kryptonite-gun close by, in case Hardcastle tried anything.

"The Army shut me out after Superman invaded." The retired General poked at the fireplace as he spoke. "The feeling upstairs was that I failed when it counted most, so how could I lead again? I got the message and took early retirement."

He moved to a chair and sat down. "The problem is I know too much. One of these days they'll decide to shut me up."

"Who will?" asked Supergirl, "What do you know?"

Hardcastle looked her in the eye. "The military and big business have been in cahoots for decades. Top-secret stuff, experiments on metahumans, mutants and aliens; searching for new technologies, both for national security and profit. That Volcana woman?" he referred to one of the League's more notorious villains, "She was one of ours. Same as those freaks the Joker dressed up as playing cards when he attacked Las Vegas."

"Does any of this have to do with Supergirl?" asked Chromastone.

"It has to do with _all_ of you." Hardcastle looked at them with narrowed eyes. "Your little club up in that spaceship? There's a file on every single one of you." He looked back at Supergirl. "But I don't know anything about these dreams of yours. If it is connected to these people, I've been kept out of the loop too long to know."

"And how do we find 'these people'?" asked Question.

"You don't," said Hardcastle in a warning tone, "they find you."

Hardcastle didn't have any more information, so the heroes left. Once they were outside the house, Chromastone put a hand on Supergirl's shoulder.

"Sorry, looks like we're out of leads."

"Not necessarily," said Question, "I just need some time to process this." He activated the communicator in his ear. "Martian, pick us up." The heroes disappeared in a flash of light.

A few minutes later, a shadow fell on Hardcastle's porch.

Inside the cabin, Hardcastle poured himself a glass of whiskey; he always needed a drink if he even so much as thought about the secrets he knew. He got a little irritated when he heard his door open again.

"What? I told you everything I…" he turned to see a familiar, yet unfamiliar person standing there. "Supergirl?"

The woman standing in his doorway wore a white, long-sleeved one-piece outfit with a gold belt that showed off her legs. She had white boots and gloves, and her blonde hair was cut short. She looked like Supergirl in her twenties.

"Yes," she answered, "and no. My friends call me Galatea. Are you a friend, General?"

Hardcastle had been a soldier for most of his life; he knew a threat when he heard one. He rushed for his Kryptonite gun, but Galatea blasted it with her heat-vision, scorching Hardcastle's hand in the process. With a shout of pain, he fell into a chair.

Galatea approached him slowly, then leaned forward. "Guess that's a no."

…

 **Watchtower**

For the next few hours after visiting Hardcastle, the four heroes spent their time in Question's room. After a little while, Supergirl fell asleep at Question's desk, Green Arrow and Ben spoke quietly to each other, and Question just muttered to himself as he paced.

Supergirl awoke with a start, terror on her face. She turned when she felt a hand on her shoulder. She looked up into Ben's eyes.

"It's okay," he assured her, "you fell asleep."

"Excuse me if I bore you." Question commented dryly.

"Hey, lay off!" growled Green Arrow.

"Hardcastle's gone." The others looked at Supergirl, shocked, who shrugged. "I-I just know."

Ben squeezed her shoulder, trying to be supportive. In response, Supergirl put her hand on his; both smiled at each other.

The moment was ruined, however, when the communicator on the desk turned on. "Question?" came the voice of the Martian.

"Go ahead." Answered Question.

"Look at your monitor; I'm patching through a live feed."

All four of the heroes looked at the screen next to the communicator; it showed a news report from the Eagle Network, with a picture of a middle-aged, balding man.

"A scientist named Gilbert Halstrom has been reported missing," continued J'onn, "He's from a biotech company called Nuvo-Gen. It's the man from Kara's dream."

"He really exists." Whispered Supergirl. "Or, he did, anyway." Her hand tightened around Ben's.

"And only one network had the story," said Question.

"Now that's the first lead in this whole business that I can wrap my head around." Green arrow stood up straight. "We go to Nuvo-Gen, we find out who this guy is."

"No." Argued Question, "First we find the source of the report."

"What for?" asked Arrow.

"Don't you know who owns the Eagle Network?" Question walked over and tapped his board of connections. "The real puppetmasters."

Green Arrow sighed. "Look, why don't we split up; Kara, Ben and I will go to Nuvo-Gen, and you can go wherever you want." As he moved to leave, he glanced at Ben and Supergirl. A sly smile came over his face. "You two can let go now."

Ben looked down while Supergirl looked up; Ben's hand was still on her shoulder, while Supergirl's hand was still gripping his. Blushing furiously, they let go and rushed out the door, with Ben turning into Diamondhead.

"Ah, young love." Green Arrow laughed as he walked out the door.

…

Inside a steak-house stood Lasser, a reporter for the Eagle Network, started walking out, when he was stopped by an old man he knew, named Jerry.

"Hey, Lasser!" Jerry said, "I saw that bit on Eagle today; now that's reporting!"

"Thanks," said Lasser in a condescending tone, "you get home safe."

He made to leave, but Jerry grabbed his arm. "The thing is, that Nuvo-Gen is a real hush-hush kind of joint, and Halstrom didn't have no family to file a Missing Person's report; between you and me, how'd you hear about this story?"

"Good old-fashioned legwork, Jerry; you should try it sometime." With that, Lasser left.

He went outside and stepped into a taxi. "Commodore Hotel." The taxi drove off, but it didn't get very far, only a couple of blocks before turning into an alley.

"Something wrong?" asked Lasser.

"Gotta write up my fare report." The driver started scribbling on a notepad. "What do you think of that corporate, prepackaged pop that kids like these days?"

"Hate it." Said Lasser with a laugh.

"Uh-huh." The driver turned on the radio at maximum volume, going to a corporate, prepackaged pop song, as yellow smoke emerged from his jacket.

"Hey," said Lasser as he grabbed the driver's shoulder, "I just said…" he froze as the man's outfit turned blue and his face disappeared. He screamed at the sight of The Question.

…

 **Nuvo-Gen**

The night-watch security guard in the lobby looked up as his replacement for the night showed up. It wasn't who he was expecting; it was a muscular, blonde-haired man holding a lunchbox.

"Hi," said the man, "Ollie. I'm filling in."

"What happened to Frank?" the guard asked as he shook Ollie's hand.

"I heard some contest guy showed up at his door; got a free trip to Aruba!"

"Why him and not me?" complained the guard as he got up to leave.

"Tell me about it. You have a good one!"

"Good cold one's more like it." The guard put his keycard in the slot and opened the door, walking away without a backwards glance.

As the door began to close, Supergirl rushed in, holding Green Arrow's bow and quiver. "Free trip to Aruba?" she asked teasingly.

"Had to send Frank somewhere; shame how he dropped his keycard, though."

"And his lunch!" came a squeaky voice. Green Arrow opened up the lunchbox to find Grey Matter chewing on a sandwich.

"What are you doing?" asked Supergirl.

"I thought the plan was for me to sneak in with Ollie?"

"No, not that," said Supergirl, "I mean, why are you eating the sandwich?"

Grey Matter swallowed. "I was hungry."

The other two heroes rolled their eyes, and while Green Arrow got changed in a closet, Grey Matter turned into Ben. After a few minutes of wandering, they found the company record room. Unbeknownst to them, a white-gloved hand opened up the front door.

…

"I never heard of Nuvo-Gen, or Halstrom until last night; this girl I've been seeing slipped it to me, said I could run with it." Lasser confessed everything to Question.

"The girl," demanded the faceless hero, "tell me more."

"She's just a girl," said Lasser, not knowing where this was going, "blonde hair, blue eyes; real farmers-daughter type."

"And a handshake like a vice?" asked Question.

"Y-yeah, really strong, how did you…"

"How long have you been seeing her?" the hero interrupted.

"About a week."

"She have bad dreams?"

"More like tossing and turning."

Question tapped his chin in thought. "Can't sleep at night…"

A few seconds later, Lasser was hurled out of the taxi, and Question sped off towards Nuvo-Gen.

…

 **Nuvo-Gen**

"Halstrom was getting a lot of emails from their legal department," said Green Arrow. He was staring at one computer, while Ben and Supergirl sat at another. "Looks like they were scared he was gonna blow the whistle on something."

After looking at another file, he sat back in amazement. "I don't believe this; that crazy old Hardcastle was right. These guys claim to be splicing hardier tomatoes, but they've really been experimenting with metahuman DNA."

"Not just any DNA," said Supergirl, her voice shaky. Arrow turned to see Ben's hand on her shoulder again, both of them staring at the computer screen. "They're using _my_ DNA."

Green Arrow rushed over to see images and video clips of an older Supergirl. One of the clips showed the clone fighting jetpack-wearing enemies.

"This folder was marked 'Metropolis Training Exercises'." Supergirl sat back. "It's me."

"Um, a little more mature than you," commented Green Arrow when he saw the older-looking clone, "but I see your point."

"So I was cloned." Ben was a little unnerved how calm Supergirl was acting. "We must have some sort of psychic link; that's how I'm seeing things I didn't do."

Their heads jerked up when they saw a blur of motion outside the room. Ben reflexively activated the Ultimatrix, turning into the last alien he'd selected, Grey Matter. Not giving him time to change forms, Supergirl placed him on her shoulder and rushed off. Green Arrow ran to catch up. The trio entered a massive, empty room, with no one inside. The floor was covered in purple, hexagonal plates. As they walked inside, the walls, ceiling and floor lit up, and after a few seconds, they found themselves in Metropolis.

"What's going on?" asked Supergirl.

"We appear to be inside of a massive hard-light construct," explained the super-smart Grey Matter, "most likely used as training area."

"My training area."

The heroes looked up to see the clone of Supergirl flying down towards them. She collided with Supergirl, sending both her and Grey Matter through the side of a building. She then flew up into the air. Supergirl, after shaking off her daze, followed with Grey Matter still hanging onto her shoulder.

"So, what do you think?" asked Galatea, as she spread her arms, "It's important that you like yourself, and I'm you; just accelerated a few extra years, plus better trained, and I have to say, a heck of a lot smarter."

"I don't like her," said Grey Matter, "she's really full of it."

"Yeah," agreed Supergirl, "but she did lure us here, after her lackeys couldn't get rid of me at S.T.A.R, she decided to deal with me herself, on her home turf."

"It's like you're reading my mind," said Galatea, "which is actually the problem, and why you have to-AGH!" the clone was cut off when Grey Matter jumped and latched onto her face. He did everything he could to annoy her, even going so far as giving her a Wet-Willie. After a few moments, she grabbed him.

"What were you hoping to accomplish with all that?" she asked.

"I wasn't 'hoping' to do anything," said a smug Grey Matter, "what I did do was distract you."

Galatea looked up, just in time to see Supergirl land a punch on her jaw. The shock loosened her grip on Grey Matter, who fell to the street below. Before he actually went splat, he slapped the Ultimatrix dial.

"BIG CHILL!" the blue mothman flew up to rejoin the battle.

Supergirl found herself struggling to even hurt her clone, much less beat her. She was slammed through a building before she could capitalize on her surprise attack. As she got back up, she saw the clone engulfed by an explosion; Green Arrow had fired an explosive shot… that did absolutely nothing, save for making the clone fire a blast of heat-vision that knocked the archer into a car, and then into unconsciousness.

"Arrow!" Supergirl tried to help her friend, but the clone grabbed her cape and flung her into the street.

Galatea headed for her, but found her body encased in a layer of ice. She looked up to see Big Chill waving at her. Snarling, she flexed, shattering the ice. She rocketed towards Big Chill and thrust her fist through his chest!

"NO!" Supergirl saw her clone's arm going through her friend. But something was wrong; the clone had performed a fatal move, but Big Chill didn't even look worried. He flew backwards, showing that he wasn't injured at all.

"Sorry," he said in a smug tone, "intangibility makes it hard to hurt me."

"Doesn't matter," said the clone, "I might not be able to kill you, but you don't have the power to stop me, either!"

"Are you so sure?" asked Big Chill, "Then it's time to go Ultimate!" he twisted the Ultimatrix dial, then slapped it. Four spikes poked out, while Big Chill became red and yellow in color, while his wings and face took on a flame-like appearance.

"ULTIMATE BIG CHILL!" his voice was deep and gravelly.

Ultimate Big Chill took a deep breath, then breathed out a massive wave of fire; the clone raised her arms to defend herself, but when the flame passed, she was covered head-to-toe in an enormous chunk of ice. When she fell to the ground, Ultimate Big Chill flew over to Supergirl.

"How did you…?"

"Fire so cold it burns." Ultimate Big Chill said.

"I think you might need to do it again."

Ultimate Big Chill turned, just in time to see the clone, who had broken out of the ice, slam a fist into his face. With no time to turn intangible, he was knocked up into the air and through the window of a building and knocking him out. In a flash of green light, he turned back into Big Chill, then back into Ben.

Enraged, Supergirl grabbed a fallen streetlamp and swung it like a baseball bat, knocking Galatea through several buildings. Supergirl followed and tried to punch the clone, who dodged and kicked her into the street below. As Supergirl slowly got to her feet, the clone flew down and delivered a powerful uppercut. Before Supergirl could react, she was grabbed by the front of her shirt and felt a knee driven into her stomach, then an elbow in her back. She was able to counter with a punch that sent Galatea flying, which was followed by another blow that sent the clone through another building.

Meanwhile, Ben slowly came to. Glancing out of a window, he saw the fight between the two Kryptonians. Supergirl seemed to be getting the worst of it; Ben's eyes widened as he saw his friend get smashed by an entire building.

"It's Hero Time!" Ben said as he activated the Ultimatrix. After the familiar flash of light came a roar.

"HUMONGOSAUR!" the alien looked down. "Okay, I was going for Gravattack, but I suppose that this'll do."

He jumped out of the window; he was about forty feet up, but he simply grew in size, so that the impact was lessened. He ran towards the fight. He glanced to his left and noticed that Green Arrow was finally waking up, supported by Question.

Humongosaur blinked; when had he showed up?

"Anything break?" asked the faceless man.

"Just my stride." Quipped the archer.

"Nap's over," said Question, "come on."

…

Supergirl slowly crawled out of the rubble that the clone had buried her under. Her costume was torn, and she was covered in cuts and bruises. It took a moment, but she started seeing only one Galatea approach her instead of three. The clone looked down at her.

"Next time," she snarled, "get your own dreams."

"Who do you work for?" Supergirl asked weakly. She was hoping to buy a little time so that her healing factor could kick in.

"Really? At the top?" Galatea looked amused, "Even I don't know that. But I do know that I can't work in secret if you keep seeing what I do." Her heat-vision began to charge up. "So, sayonara, sister."

"That's not the only reason, is it?" Galatea turned to see Question, Green Arrow and a much larger Humongosaur. Supergirl sighed; she was glad that her friends were okay, especially Ben.

"You were setting up this bait even before Supergirl started asking questions." Continued Question, as he approached the clone, seemingly unafraid of her, "It's because the link works both ways; while she was seeing what you were doing, you were feeling her conscience." The clone turned away, as if that could deny what he was saying. "That's why you couldn't sleep at night. And I'll bet that got in the way of your work."

He leaned in close. "It bites having someone in your head, doesn't it?"

"Y-you don't know what you're talking about." The clone denied.

"No?" asked The Question, as he moved in closer. "Prove it. Kill me."

Humongosaur's eyes went wide; that was one hell of a gamble. The clone drew back a fist; Green Arrow got another arrow ready, while Humongosaur growled and took a fighting stance. The clone's fist shook, then froze. Before she could make a move, Supergirl raised a truck over her head, and smashed it into her clone. The car exploded, while Question moved out of the way; he was smart enough to never get in the way of a super-fight.

Humongosaur, on the other hand, charged forward to help. He slammed a fist into Galatea, knocking her to the ground, while Supergirl ripped a steel girder out of a wall and charged forward. Humongosaur kicked the clone to her, and Supergirl knocked the clone right back at him. They did this back-and-forth for a minute or two, not giving the clone a chance to fight back.

Finally, the clone got her balance back; her costume was shredded, and she was covered in injuries. She took a fighting stance, as did her opponents. Just as they began to charge, however, the part of the floor between them exploded!

"NO!" shouted Galatea, to someone that the heroes couldn't see. "I CAN DO THIS!"

Humongosaur saw cracks form underneath the clone's feet, and knew another explosion was coming; he tried to save her, but he was too late. The blast knocked him back; all he saw was a faint silhouette of the clone, and heard a scream that he knew would haunt his dreams for a while.

"Come on!" yelled Supergirl, "We have to go!"

Humongosaur nodded, then transformed into Jet Ray. He grabbed Question, while Supergirl got Green Arrow; the four made it out just as Nuvo-Gen exploded.

…

 **Watchtower**

A few hours later, after Supergirl got an undamaged costume from her room and the four made a report to the senior members of the League, the four made their way back to Question's room. Supergirl was currently on the phone with Professor Hamilton.

"…We searched what was left of the place, but we never found the clone." She finished.

"Maybe there was nothing left to find." Suggested Green Arrow.

"Or that's what they want us to think." Said Question ominously.

"I'm just glad you're okay, Supergirl." Came the worried voice of Hamilton from Question's communicator.

"Professor," said Supergirl nervously, "to make this clone of me, they would've needed a DNA sample. Is there any chance that it came from your lab?"

"No," assured Hamilton, "we always destroy genetic material after surgery; it's standard procedure."

Supergirl nodded, even though Hamilton couldn't see her. "Okay. Thanks, Professor."

"Give my best to Superman."

"Will do." She hung up, then placed her hand over the now-familiar weight on her shoulder. She looked up at Ben, who gave her a smile.

She turned her face away from him and closed her eyes for a moment; she just felt safe when Ben did that. Obviously, she was nearly indestructible, but when Ben put his hand on her shoulder, it made her feel safe in a way she couldn't describe.

 _Maybe Benn will feel the same about me,_ she thought, _but I won't push it; I don't want to open up old wounds._

"Why would someone clone you in the first place?" asked Ben softly. He could tell that she was still upset about all of this; all he could do was try to comfort her to the best of his ability.

"This all started because Superman went renegade." The Question was staring at his board again. "They want a superhuman alien on their side if it ever happens again."

"Whoever _they_ are." Said Supergirl nervously.

…

 **Smallville, Kansas**

In a flash of light, Ben and Kara appeared in the Kent barn; Superman had told his cousin to go home and rest, and Ben had volunteered to accompany her, before heading home himself. That wasn't necessarily untrue; he did want to walk her home, but he had another purpose as well. It had been made clear that Kara had feelings for him. Now he found that he had developed similar feelings towards her. He had worked up his courage, now he needed to ask.

As the two walked out of the barn and towards the house, Kara turned to Ben.

"Thanks for this, Ben," said Kara, "but you really didn't have to escort me home."

"I know I didn't have to," Ben replied, "but I wanted to."

Kara smiled, and the two spent a few moments walking in silence, before Ben spoke up again.

"Hey, Kara," he began, "do you remember when I said that if I had a problem, no matter how small, I could come to you?"

"Yeah?"

"Well, you know that that's a two-way street."

"What do you mean?" asked Kara.

"Well, if you have anything that you want to talk about, I'll be there for you." Ben said it in all seriousness, but he had a slight blush.

"Thanks, Ben."

"No problem." As they reached the house, Ben stopped. "Say, Kara…"

"Yeah?"

"Are you…" Ben swallowed nervously. He'd fought warlords, criminals and psychopaths; why did _this_ make him so nervous? "Are you doing anything this Saturday?"

Kara's eyes went wide. _Hold on…_ _is he going to…!?_

"Uh, no," she said, cursing herself for her sudden nervousness, "I'm free this Saturday, why?"

"Well, I was kinda hoping you'd like to see a movie that just came out, plus there's this restaurant that opened up near the theater that looks good. Do you want to go?" Ben mentally applauded himself for managing to look Kara in the eye while asking.

 _Oh my god,_ thought Kara, _he's asking me out! He's really asking me out! I can't believe it! Yes! Wahoo!_

"Uh, Kara?" Ben asked, "You okay?"

Embarrassed, Kara realized that she'd been staring at Ben for several moments, not moving.

"Um, yeah! I'd love to!" Kara couldn't keep the smile, nor the blush, from appearing on her face.

"Great! See you Saturday!" With an equally strong smile and blush on his face, Ben turned to leave.

Kara also began to head to the house, when she heard Ben's voice.

"Oh! I almost forgot!"

Kara turned to see Ben heading towards her. Before she could ask what was doing, he had pressed his lips against her cheek. The kiss only lasted for a moment, before Ben backed up, turned into Jet Ray, and flew off. Kara stood on the porch for a minute, stunned, before pumping a fist and spinning around.

"Yahoo!"

…

 **Unknown Location**

Professor Hamilton walked over to the operating room; there, surrounded by military and government officials, lay Supergirl's clone. Her hair was gone, and her body was one massive bruise; she was hooked up to life-support and clearly wasn't going anywhere for a while.

"You rest," said Hamilton softly, as he cupped her cheek in his hand, "we'll have you fixed up in no time, Galatea."

…

 **Nuvo-Gen**

As firefighters continued to battle the blaze that was consuming the Nuvo-Gen building, no one happened to notice a dark-suited figure hovering far above the action, ignoring the sirens and smoke as he was too busy examining a security video being projected on a holographic screen over his left wrist.

"Interesting." The Stranger hummed as he played back the fight between Galatea and Supergirl, "So they figured out how to make a stable female clone in this timeline, too. Some things don't change no matter where you go. Looks like the fight played out the same way for the most part, except..."

"Except in this case, Supergirl wasn't alone." Trip noted, as Ultimate Big Chill froze Galatea solid in the video. The stranger fast-forwarded to the point where Humongosaur had hit the clone. "It seems Ben Tennyson was holding his own for the most part."

"Not exactly. Had Galatea not been so focused on Supergirl, Ben would have been in serious trouble. Clone or not, a Kryptonian is a Kryptonian, and there are very few Ultimatrix forms that could stand up to that kind of power. Ben got lucky. VERY lucky. That might not be the case in the future."

The figure smiled. "That said, Ben 10 has always had a reputation for being adaptive. He'll figure out how to deal with her in due time."

"So what's next?" Trip asked.

"I'm pretty sure by this point that he's the guy I need, but I want to be absolutely sure. I think it's about time we set up a little test for Ole Ben." The Stranger declared, as he pulled out a flip phone and began to dial a number.

"And I just so happen to know the Man for this kind of job…"

 **Well now! What has the Stranger got in mind for poor ole Ben? And who's he placing a call too? I guess we'll all find out soon!**

 **As always, please Read and Review, folks; oh, and drop a Like if you can!**


	10. The Date

**It's always nice when two people get the chance to enjoy each other's company on a private outing… it's even better when the Universe decides to give a guy like Ben a break and not throw world-ending disasters his way. *hehehe***

Ben 10: Unlimited

In The Interim, Part 2

The Date

 **Previously, on Ben 10: Unlimited**

" _Say, Kara…"_

" _Yeah?"_

" _Are you…" Ben swallowed nervously. He'd fought warlords, criminals and psychopaths; why did_ this _make him so nervous? "Are you doing anything this Saturday?"_

 _Kara's eyes went wide._ Hold on...is he going to…!?

" _Uh, no," she said, cursing herself for her sudden nervousness, "I'm free this Saturday, why?"_

" _Well, I was kinda hoping you'd like to see a movie that just came out, plus there's this restaurant that opened up near the theater that looks good. Do you want to go?" Ben mentally applauded himself for managing to look Kara in the eye while asking._

Oh my god, _thought Kara_ , he's asking me out! He's really asking me out! I can't believe it! Yes! Wahoo!

" _Uh, Kara?" Ben asked, "You okay?"_

 _Embarrassed, Kara realized that she'd been staring at Ben for several moments, not moving._

" _Um, yeah! I'd love to!" Kara couldn't keep the smile, nor the blush, from appearing on her face._

" _Great! See you Saturday!" With an equally strong smile and blush on his face, Ben turned to leave._

 _Kara also began to head to the house, when she heard Ben's voice._

" _Oh! I almost forgot!"_

 _Kara turned to see Ben heading towards her. Before she could ask what was doing, he had pressed his lips against her cheek. The kiss only lasted for a moment, before Ben backed up, turned into Jet Ray, and flew off. Kara stood on the porch for a minute, stunned, before pumping a fist and spinning around._

" _Yahoo!"_

 _…_

 **Smallville, Kansas**

Kara could barely contain her excitement as she rushed to her room; Ben had asked her out! She couldn't believe it; after telling herself that she had to wait for Ben to really heal before she could even begin to hope, he'd not only asked her out, but he'd kissed her!

Once she was in her room, she grabbed her cell phone and dialed a number; after a few rings, Barbara picked up.

" _Hey Kara, what's up?"_

"You are not gonna believe what just happened, Babs."

" _I fight an evil clown, Kara; there isn't a whole lot that I can't believe."_

Kara took a deep breath. "Ben asked me out."

"… _I'm sorry, could you repeat that? It sounded like you said that Ben asked you out."_

"That's what I said."

For a moment, there was silence on the other line… then Kara had to hold the phone away from her ear as loud cheering came from the speaker.

" _All right, Kara! Good for you! Hey, where's Tim, he owes me ten bucks; I told him that you two would get together!"_

"Oh, come on Babs," said Kara, a little embarrassed, "he just kissed me, and then we're going out this Saturday to see a movie and then go to dinner."

" _He_ kissed _you!?"_ Barbara screeched, _"Wait; was there tongue? Tell me there was tongue!"_

"Babs!"

" _Right, right, sorry. I'll leave you to get psyched; and I really am happy for you both. Good night."_

"Good night." Kara hung up, then collapsed on her bed; between the incident with her clone and being asked out by Ben, she was feeling a little drained. Still, she couldn't stop smiling, even as her eyelids became heavy.

 _'I can't wait for Saturday,'_ she thought, as sleep claimed her.

…

 **San Francisco**

Ben walked tiredly through the door to his home, ready for a good nights' sleep. Between conspiracy theories, clones and the prospect of a date, he was thoroughly wiped. As he locked the door, he heard a small cough behind him. Ben whirled around, ready to use the Ultimatrix… and froze solid when he found Superman sitting on his couch, a no-nonsense expression on the Kryptonian's face.

"Uh, hi Clark, what's up?" Asked Ben nervously. He had a feeling he knew why the Kryptonian was here.

"Hello Ben." Clark's eyes were completely serious. "I heard that you asked Kara out on a date."

Ben nodded. Clark walked up to him, and as he did, Ben reflected on how he had never realized just how much taller Superman was compared to him.

"I've always been protective of my cousin; after all, she is the only blood-relation that I have left. I want nothing but the best for her."

Ben nodded, trying to act calm, but he could feel the sweat dripping down his neck. Clark looked away for a moment… before turning back to Ben with a smile on his face.

"And in my opinion, she can't do much better than you."

Ben's jaw dropped. "W-what?"

Clark placed a hand on Ben's shoulder. "You're a good person, Ben. I have no problem with you dating Kara. And I'm happy for you, too. I'm glad that you're getting over what happened to you."

Ben nodded again, relieved that Clark wasn't angry at him. The Kryptonian turned to leave out the window that he'd come in through, but stopped.

"Oh, Ben, one more thing."

"Yeah?"

Ben suddenly started sweating as Clark leaned in close and squeezed his shoulder till he could have swore he heard them crack from the pressure.

"If you break my cousin's heart," warned Clark in a dangerous tone, "then I swear... not even Batman will be able to find what's left of you."

Then he went back to smiling again. "Well, goodnight Ben."

Ben paled considerably, but before he could respond, Clark was gone. After a few minutes, Ben went to bed. At first, he was restless; he hadn't really thought of talking to Clark before asking out his cousin. In hindsight, that probably would have been a good move; maybe he wouldn't have threatened to kill him. Still, now he was even more determined to _not_ break Kara's heart. Thinking of her helped calm him down, and soon he found himself getting sleepy.

 _'I can't wait for Saturday,'_ thought Ben, as he lost the fight to keep his eyes open.

…

 **Saturday**

Ben paced around his living room nervously. It was almost 3. Kara was going to arrive at his house any minute, and he was starting to freak out. He wasn't having second thoughts, he was just nervous about messing up. He'd only dated Julie, and they usually had an alien or supervillain turn it into a fight. After a while, they'd considered it par for the course when trying to date while being a superhero. Now that Ben thought about it, he'd never had a _normal_ date in his life.

A knock on his door caused him to jump. He looked at the clock over his TV, realizing that it was about time for Kara to arrive. Taking a deep breath, he walked over to the door and opened it.

Standing there was Kara. She was wearing civilian clothes; a light-blue skirt that ended just above her knees, a white blouse and a light-blue coat. Like every other time Ben had seen her, she didn't wear makeup; in Ben's opinion, she didn't need it.

Kara, in turn, was surprised at Ben's change of attire; for the first time since meeting him, he wasn't wearing his usual clothes. He wore slacks, a dark green shirt and a light brown coat over that.

The two stared at each other for a moment, then Ben cleared his throat.

"So, ready to go?"

Kara smiled. "Sure; I just hope that the movie theater is close enough to walk to."

Now it was Ben's turn to grin. "It isn't, but that's okay; we'll take my car."

He walked over to his garage and opened the door; behind it sat a gleaming green sports-car with black highlights.

Kara gave a low whistle. "When did you get this? And how did you afford it?"

"To answer your questions in order: I got it a few weeks ago, and I can afford it thanks to my 'inheritance'."

Of course, that was only part of it. There was another reason why Ben had bought that particular car; it was almost identical to the car he used to own back in his own universe. Even though he'd been living here for months, it was nice to have something familiar.

Both heroes smiled at each other as they got into the car. They drove to the theater in a comfortable silence. After finding a parking spot, Ben got out and opened the door for Kara. Touched by his chivalry, Kara slipped her arm through Ben's as they walked into the theater.

…

The movie had been good, a simple action/comedy. Both Ben and Kara had enjoyed it, but they enjoyed being in each other's company much more. At one point, Ben had placed his hand on top of Kara's; she, in turn, had turned her hand upward to intertwine her fingers in his. Neither let go until the movie was over.

After the film, they headed for the restaurant. Again, while it was a good place, the two were happy just being together. After the dinner, they decided to take a walk. While walking, they discussed various topics, mostly League-related things. After a while, they found themselves at the Golden Gate Bridge.

"Come on, Ben," said Kara, while tugging at Ben's arm, "there's something that I've always wanted to do."

Making sure that no one was looking at them, Kara picked up Ben and flew them under the bridge, sitting them down on a support-strut. The strut was angled in a way that they slid into a corner, with Kara leaning against Ben. Ben had to wonder if Kara had planned that, but he really didn't mind.

For a while, the two just sat there, watching the sun go down. Kara put her head on Ben's shoulder, while Ben wrapped an arm around her. Both were lost in their own thoughts.

Ben couldn't help but marvel at his situation; six months ago, he was ready to kill himself. Now, he was in another universe, he was part of an enormous team of superheroes and, as of today, was dating an alien. Actually, the last part of that wasn't so strange; after all, back in his own universe, he had more alien friends than human ones.

Kara was also surprised at how her life had changed. Sure, she'd talked about boys with Barbara, but that had been harmless discussion; she hadn't actually expected to fall for someone, at least not as hard as this. She suddenly felt a twinge of guilt; maybe now was a good time to discuss this, before things went any further…

"Ben?" asked Kara, lifting her head.

"Yeah, what's up?" Ben could see worry in Kara's eyes.

"Am I… taking Julie's place?"

Ben reeled back for a moment, completely caught off guard by the question. "What!?"

Kara started to fidget. "It's just that… I could see how much Julie meant to you when you talked about her, and I don't want to change how you felt about someone and…" she trailed off when she saw Ben staring into the distance. He had a look of concentration about him.

Ben took a deep breath, then exhaled slowly. "I'll be honest with you, Kara; Julie was a big part of my life. She'll always have a place in my heart, a place that no one else can fill."

Kara nodded; while she was glad that Ben wasn't the type of person to throw away a connection like the one he'd obviously had with Julie away so easily, it was kind of painful to know that she didn't have that same love.

"But while that may be true," continued Ben, "that doesn't mean that I can't have an equally important place in my heart for someone else." Ben gently turned her head towards him, and gave her a deep kiss.

"And I believe that someone is you, Kara."

Kara stared at him for a moment. She couldn't believe it. Ben had just admitted that she was just as important to him as Julie had been. And she had seen just how much Ben had loved her. For him to say that about her…

Tears welled up in Kara's eyes, and she threw herself forward, giving Ben a passionate kiss of her own. For that moment, nothing else in the universe mattered to them except each other. They were happy.

The kiss continued for some time, and would have continued for longer, had Ben not felt the need to breathe; unlike his Kryptonian girlfriend, he still needed oxygen to survive. They broke off the kiss, both panting slightly; Ben, from lack of air, and Kara from excitement.

After a moment of unspoken communication, the two shifted themselves; Ben leaned back against the support-strut, his legs propped up. Kara sat on his lap and leaned against his chest, while tilting her head against his shoulder; Ben wrapped his arms around her waist, while Kara placed her hands on his.

They stayed like that for a long time, until the sun had completely faded from the horizon.

…

After it started to get cold, Ben drove Kara back to his home; they rode together in silence, but it wasn't an unpleasant kind. Ben parked his car, then opened the door for Kara once again. They walked hand-in-hand to the front door.

"Did you have a good time?" asked Ben, even though he could plainly see that Kara had.

"Very much so," replied Kara, who then gave Ben a quick kiss on the cheek, "we should do this again soon."

"Oh, definitely." Replied Ben with a smile.

Kara's face then became serious. "Ben, I think we need to lay down some ground rules before anything else happens."

"Like what?" Ben was curious to know.

"First, you've seen how protective Clark is, right?" when she saw Ben nod, she continued, "Well, until I move out of the Kent house, I'm going to have to tell him everything that we plan to do on a date; that was sort of a rule even before you asked me out, by the way."

"Got it, let Clark know what the plan is, no problem."

"Second, I don't think that we should really be too, um, _affectionate_ while on the Watchtower; we should probably keep everything as professional as we can while working."

"So, while doing the hero thing, we're teammates, not a couple." Ben could see how that made sense; it would reduce the risk of emotions compromising a mission. Besides, Ben didn't have to worry as much when it came to Kara; after all, aside from being exposed to Kryptonite, she was practically invincible.

"Glad you understand, Ben."

Ben gave a smile. "Well, if it's what you want, who am I to deny you?"

Kara lightly elbowed him. "Don't push it, buster." She softened her words with another kiss. "See you tomorrow on the Watchtower?"

Ben wrapped her in a hug, which she returned. "Wouldn't miss it."

Reluctantly, they parted and Kara flew away, back to the Kent home. Unbeknownst to them, a figure had been watching the two since they had exited the theater, paying attention to everything they did. Seeing how Ben had practically floated inside his home, the figure smiled.

"Good for you, Ben." Said a smiling Professor Paradox.

The time-travelling hero then pulled out his pocket watch and vanished from sight, the people walking past him none the wiser.

…

 **As always, please Read and Review, and drop a Like if you can!**


	11. The Return

A/N: I'M BAACCKKK! (Dodges various thrown objects). Sorry about the wait. Why don't we pick up where we left off, shall we?

Ben 10: Unlimited

Chapter 9

The Return

 **The Watchtower**

Superheroes aren't generally known to gossip; otherwise, secrets that should have been _kept_ secret got out. Still, after a few weeks, the fact that Ben and Kara were dating wasn't so much rumor as it was common knowledge. Anyone in the Justice League who'd seen the two heroes together could tell that they were already close, and many Leaguers had secretly suspected that they'd been dating long before they actually were.

Most of the older heroes were impressed with how professionally the two acted while on the Watchtower or on a mission. Save for the occasional kiss between them, you'd never be able to tell that they were anything more than friends.

The dates went well between them, both just happy to be in the others' company. Most of the time they either went out to dinner or watched movies at Ben's house (they would have gone to the Kent house for movies too, save for the fact that the elder Kents didn't have any movies that they liked). Still, anyone who knew Ben's past was happy for him; while he had improved in the months since he arrived in the universe, he had still seemed off to those who knew him. Now, though, he was upbeat and happy, so much so that it was palpable.

At the moment, however, Ben wasn't really that happy; mostly because his girlfriend was tossing him around the training room like a rag doll.

This was always how most of their sparring sessions turned out; despite the fact that the Ultimatrix could grant Ben a multitude of powerful alien forms, the fact was that most had a hard time standing up to Supergirl's Kryptonian strength and durability. While they both had found some forms could put up some fight, Ben usually had some difficulty, and wound up being tossed around.

Such as right now, as Ben, transformed as Rath, was sent for a loop by an uppercut from Supergirl, only for her to dart away before he could react in time, something that the Appoplexian was finding increasing infuriating.

"Lemme tell ya something, Supergirl!" Rath yelled, swinging his arms up, down and around comically as he glared up at an amused Supergirl "Rath does not appreciate it when you punch Rath and then fly away! Rath can't fly!"

Supergirl only laughed; she and Ben had sparred several times, and she'd always beaten him easily. She'd never gone against some of his most powerful aliens, like Way Big, but Ben himself had admitted that Way Big might have a tough time against a Kryptonian.

"Come on, Ben!" she shouted down from the top of the training room, "We've got monitor-duty in five minutes!"

Rath grunted. "Fine. Rath was going easy on you anyway." Then he slapped the Ultimatrix dial.

"DIAMONDHEAD!"

As Supergirl floated down to the ground, she gave a cocky smile. "Were you really going easy on me as Rath?"

Diamondhead laughed. "Nah, Rath just likes to bluster when he loses."

Supergirl shared the laugh as they entered the elevator. As they went up to the monitor section of the Watchtower, she asked, "So, are we still on for dinner tonight?"

Diamondhead smiled. "Of course; I wouldn't miss it."

…

As they reached their destination, they saw that Green Lantern and the Martian were speaking to a small, blue alien on a vid-screen. He was one of the Guardians of the Universe, and Green Lantern's boss. Green Lantern was currently arguing with the small alien about trying to get a temporary reassignment to Oa, the homeworld of the Guardians and the Green Lantern Corps. However, John had been denied the posting every time.

Diamondhead and Supergirl were passing the arguing group when alarms began to sound on the Oa side of things.

"What's going on?" asked a concerned Green Lantern.

"There's an object approaching Oa at a somewhat astonishing speed." Answered the Guardian.

"We'll take care of it." Said Kyle Rayner, another human Green Lantern based on Oa, as he and several dozen other Lanterns flew out into Oa's atmosphere. Once there, they combined the power of their rings to form a massive barrier.

"Nothing's getting through this baby." Said Rayner confidently.

Sadly, that confidence was ill-placed, as the object blasted through the barrier without even slowing down.

Back on Oa, the Guardian had allowed the security feed from the planet to be shown to the League, in case their assistance was required, so the heroes of Earth could see everything that happened.

"Activate planetary defenses!" Barked a Guardian, "Magnify the image!"

The object was revealed to be a humanoid being, seemingly made of gold, and had no face, save for a pair of glowing, red eyes.

"Professor Ivo's android!" said the Martian in shock.

If Diamondhead's body had been capable of sweat, it would have broken out in it at this point. He had read about the android, called Amazo, in the old case files. In all honesty, Amazo made Diamond wary of every having to fight the android, and for good reason. The nanotech-based creation had the ability to copy the powers of anyone it saw, and in only a few hours, had been able to defeat all seven of the founding members of the League. That had been years ago; what sort of strength did Amazo possess now?

He didn't even want to imagine what would happen if the android copied the Ultimatrix.

Diamondhead's thoughts were quickly thrown into disarray when he noticed that Amazo hadn't slowed down at all after breaking through the Corps' barrier. In fact, it looked like it was about to…

"Holy mother of…!" Green Lantern didn't have time to finish his sentence as Amazo slammed into the surface of Oa. In a massive flash of light, the planet disappeared.

When the light cleared, every was horrified by what they saw.

Oa, center of the stability for the universe…

Was gone.

…

Everyone who had seen it simply stared; this single being had done something that no one had thought possible; it had destroyed one of the most powerful civilizations in the universe in mere seconds. There were no words, no coherent thoughts. All they could do was stare.

"Oa," murmured Green Lantern, "it's gone."

The loss of Oa was particularly hard for John; it had been both a base of operations and a home away from home for him. He and the rest of the Corps had devoted their lives to protecting the planet, and in turn, Oa gave protection to their worlds. Now it, and everyone who lived there, was dead.

Diamondhead was similarly stunned; while he had seen destruction on a cosmic scale, he'd never seen a civilized world destroyed before, unless one counted the apparent destruction of Galvan Prime during the Highbreed's war, though everything had turned out all right in the end. But this…

For a moment, the room spun and he stumbled, until Supergirl caught his elbow. He looked down at his girlfriend, who had gone pale; she wasn't taking this any easier than he was.

"It's going to get worse." All who heard that turned to the Martian, who had activated a star chart on a holographic display. "The android is heading for Earth."

Diamondhead's eyes went wide, and he ran for the nearest communication station. Though he wasn't a founding member of the League, he'd been given enough authority to do this.

"Attention, all Justice League members and associates," he announced as firmly as he could, "we have an Omega-level threat; all members and associates are to report to the Watchtower for assignment. This is not a drill."

Diamondhead turned to the Martian, who nodded in approval. One of the most powerful beings the League had ever fought was heading for Earth, and they were going to need all hands on deck.

…

In less than an hour, the entire League was assembled and briefed on the situation. Some of them looked nervous, but they were still determined to defend their home. They had already lost Oa; they weren't going to lose Earth.

"We'll set up three layers of defense." Said the Martian, "One on the ground, one in the upper atmosphere and one in space."

"That last one is me," said Green Lantern, "I wanna hammer that thing before it gets anywhere near here."

"Move out!" barked J'onn. As the Leaguers moved to the teleporters to be sent to their assigned areas, Superman paused. "What is it?"

Superman turned to his friend. "When the android left Earth, he said he'd evolved to a level where none of us could offer us anything. So why's he coming back?"

The Martian looked down for a moment, before his head snapped back up.

"Supergirl, Diamondhead!" Both heroes turned. "I have another assignment for you."

…

 **Luthor Mansion, Metropolis**

Lex Luthor, former president and CEO of LexCorp, reformed villain and all-around jerk, was currently being interviewed at his estate. He had been getting a lot of press lately, mostly because the man who'd tried to kill the Justice League and take over the world was suddenly very philanthropic. Despite his claims of reform, people were still suspicious of his motives.

"Your new book, 'Into the Light', certainly projects the image of a man who's reformed," said a reporter, "but many people are skeptical, Mr. Luthor. For good reason."

"I understand their skepticism," replied the bald multibillionaire, "but the fact is that I'm not the man I was before."

With that, Lex opened his shirt to reveal a green vest with a red hexagon on the front.

"This device might stop my Kryptonite-induced cancer for another thirty years." A rueful smile appeared on his face. "Or it might be thirty days; for all I know, it could be another thirty minutes. However fate plays her hand, I want my remaining time to have meaning; I want to have a positive difference in the world."

The reporter looked at him, not quite believing him. "So you're a new man?" she asked, "No grudges or vendettas? Even against the Justice League?"

Luthor laughed as they walked outside. "Oh, far from it; I owe them everything."

He was of course referring to how the League had gotten him a full pardon after he'd helped them defeat their evil counterparts, the Justice Lords.

"They trusted me when no one else would," he continued, "I'd like to think that we might be friends one-what the devil?"

He, the reporter and her crew looked up to see Supergirl and Jet Ray swoop down towards them. Before Luthor could get away, Supergirl grabbed him under his arms and flew off, Jet Ray close behind them.

They flew into Metropolis, with Luthor futilely struggling in Supergirl's arms.

"Let go!" ordered Luthor.

"Keep fighting me, Lex, and I just might."

Luthor looked down to see that he was several hundred feet in the air, and that being released right then and there wouldn't be beneficial to his health.

"What is this about?" demanded Luthor.

"There's an old friend of yours coming back to town." Replied Supergirl.

"Ivo's android." Clarified Jet Ray.

Luthor's eyes went wide; he remembered how he'd manipulated Amazo into stealing technology for him, then made him attack the League. When the android found out that he'd been used, he didn't take it well. If he was coming back, it probably wasn't for a friendly conversation with Lex.

"Wherever you're taking me won't be safe enough," said Luthor after a moment, "but I know just the place."

The two aliens looked at each other uneasily.

…

Following Luthor's directions, the aliens landed in front of a barber shop.

"This is your safehouse?" asked Supergirl disbelievingly.

"Gotta hand it to you, Luthor," said Jet Ray, "no one would think to look for you here."

Luthor shot him a glare, not really liking it when people made fun of his lack of hair, then marched inside. The two heroes followed. Once inside, the barber, an associate of Luthor, turned a chair towards him. Lex sat on it and made himself comfortable.

"So, after you get your nose-hairs trimmed, then what?" Jet Ray liked getting under the skin of the bad guys; even reformed ones.

"Just watch." Said Luthor, as the barber pushed a button. A metal, egg-shaped shell surrounded Luthor as a hole opened up beneath him.

"Hey!" shouted Supergirl as she flew down after him.

The hole was too narrow for Jet Ray's wingspan, so he slapped the Ultimatrix dial.

"AMPFIBIAN!" When the flash of green light faded, Jet Ray was replaced by a floating, blue jellyfish. It had six tentacles, two acted as legs, even though it could fly, and four acted as its arms. The only facial feature it possessed was a pair of green eyes. The Ultimatrix symbol was displayed on the center of his body. Ampfibian quickly followed Supergirl.

The two aliens chased Luthor's pod down a long tunnel, doing their best not to lose him. After every twenty feet or so, a thick door would slam shut after the pod passed it. The doors didn't even slow Supergirl down; a few holes opened up in the walls, revealing energy cannons, but Ampfibian blasted them with bolts of electricity before they could fire.

After a minute, they reached an area with five branching paths. They had lost Luthor's pod.

"Where did he go?" asked Supergirl.

"I guess we just pick one." Said Ampfibian, as Supergirl rocketed into the center tunnel.

However, Supergirl didn't get very far; the tunnel had chunks of Kryptonite embedded in the walls. Within seconds, she collapsed as the poisonous radiation made its way into her system. Ampfibian quickly pulled her out of the tunnel; she needed the restorative properties of the sun fast, or she'd be in serious trouble.

"Thinks of everything, doesn't he?" asked Supergirl weakly.

"Come on," said Ampfibian, despite his lack of a mouth, "let Luthor hide himself away; we've got an android to fight."

…

 **Outer Edge of Earth's Atmosphere**

Superman floated above his adopted homeworld, clad in a suit of armor that flooded his body with extra solar radiation; he felt that he would need all the power he could get to stop Amazo. Beside him was Green Lantern, adjusting the ring on his finger. Near them was Captain Atom, Orion, son of Darkseid, the armored form of STRIPE, and several other heroes who could survive in space. Behind them was the League's entire complement of Javelins; two-dozen in all, piloted by League members who would be unable to fight Amazo directly. It was an impressive defense, but Superman wasn't sure that it would be enough to stop the android.

 _ **You cannot keep me from my goal.**_

The heroes looked around, trying to find the source of the voice.

"Telepathy." Murmured Superman.

"I'm not impressed." Said Green Lantern.

"Why have you come back?" demanded Superman.

 _ **Why do you ask questions that you already know the answer to?**_

"Luthor." So J'onn had been right.

A bright, golden light appeared in front of them. It was far away, but closing fast.

 _ **Of course.**_

"We're not going to give him up." Stated Superman.

 _ **He's your enemy; you owe him nothing.**_

Now the assembled Leaguers could see the golden form of Amazo. He wasn't slowing down.

"Turn. Back. Now." Superman charged up his heat-vision for emphasis.

 _ **I have evolved far beyond what I was when we last met. You do not want to challenge me.**_

The android entered weapons' range.

It seemed the time for discussion had long since passed.

"Light 'em up! HAAAAAARGH!" Green Lantern unleashed the most powerful blast of energy he'd ever generated from his ring.

Every Javelin opened fire with its energy cannons, Superman used his heat vision, Orion fired bolts of energy from his chariot, Captain Atom released a wave of radioactive energy, and STRIPE launched missiles from his shoulders.

The incredible amount of firepower slowed the android; it even began to push him back. It was working! But just as the League began to hope, Amazo recovered and pushed forward yet again.

This time, he wasn't stopped.

…

 **Above Metropolis**

"Be prepared," came the voice of the Martian in Supergirl's ear, "the space team has failed; he's coming."

"Not for long." The Kryptonian declared, though in reality, she was terrified. Amazo was able to beat a group with enough combined power to destroy a planet, and now it was up to her and a few others to try and stop him.

 _'_ _I wish I'd been able to say more to Ben earlier,'_ she thought. She had hoped that Ben would be on the same team as her, but most of Ben's more powerful transformations were ground-based, so he'd been placed on the last line of defense. While she was determined to not only survive, but win, she still had a feeling that she might not see her boyfriend again.

Her enhanced senses detected Amazo heading towards the city, and she charged up towards the android. For a moment, knowing what she was up against, she faltered, but she corrected herself and slammed into the golden being.

However, the android was too powerful, and Supergirl was slammed into Metropolis's warehouse district with the force of a small meteor. She tried to rise again, but fell into unconsciousness.

The other three heroes that were in the sky team were Red Tornado, an android with the ability to create and control tornadoes, Fire, a Brazilian woman that could wrap herself in and shoot blasts of green flame, and Rocket Red, a man in a flying armory.

Fire looked down at Supergirl in concern, then at Amazo in fear. Before she could react, Rocket Red flew by her and unleashed a massive barrage of missiles, all of which hit Amazo square-on. Amazo kept going as if nothing happened. Rocket flew backwards, while firing a minigun that was mounted on his shoulder. Amazo kept up with him, ripping off the weapon and punching Rocket back several hundred feet.

Before he could continue, he was engulfed in emerald flame. He glanced up at Fire, before actually absorbing her attack and grabbing her by the throat. As Fire began to lose consciousness, she heard Amazo's voice in her head.

 _ **Your bravery is admirable… but annoying.**_

He flung Fire to the streets below, but she was caught by a twister, courtesy of Red Tornado. She was then picked up by the damaged Rocket, who took her to safety. Red Tornado sent another twister at Amazo, but the golden android shrugged it off and sent a blast of energy into Red, slicing him in half. The dismembered robot fell to the roof of a nearby skyscraper.

Amazo kept going, his goal growing closer than ever.

…

 **Metropolis**

Wonder Woman heard her communicator ping.

"The second line of defense is down?" she asked J'onn.

"Yes," came the reply, "you are all that is left. Good luck."

Wonder Woman looked at her team, composed of every ground-based hero that hadn't been piloting a Javelin. More specifically, she looked at Ben, now transformed into Chromastone. She knew that he was worried about Supergirl.

"Don't worry, Ben," she whispered to him, "it'll take a lot more than one punch to kill Kara."

Chromastone looked at her for a moment, then nodded. They needed to get ready.

…

 **Watchtower**

The Martian sensed a presence behind him and turned.

"Have you come to offer help?"

Out of the shadows stepped a man wearing a blue, skintight outfit, with gold boots, gloves, belt, cape, and a golden helmet that obscured every part of his face.

"Not help," amended Dr. Fate, Sorcerer Supreme of Earth, "hope."

…

 **Metropolis**

Amazo floated down in front of the barber shop and stepped forward, only to be surrounded by Wonder Woman's team.

 _ **When will you learn?**_

Amazo sent out a wave of energy that cracked the street and knocked all of the heroes out of commission. The android barely gave them a glance before moving toward the barber shop.

"Um, excuse me?"

Until an unexpected voice stopped him in his tracks.

Pulled up short by mild surprise, Amazo turned around to find Chromastone, who'd absorbed the energy he'd been hit with, still standing before him.

"Can we talk for a second?" Chromastone asked.

Amazo stared at him for a moment, processing what had happened; it was extremely rare for a being to withstand one of his energy attacks especially one of the magnitude he had unleashed on Wonder Woman and the ground team. Oddly enough, he found his curiosity being piqued by this strange creature.

Maybe this… being, would offer something new for him.

 _ **Very well. What do you wish to discuss?**_

…

 **Outer Edge of Earth's Atmosphere**

The space team floated helplessly in the void. Amazo had incapacitated every Leaguer and crippled every Javelin. Superman was just starting to come around when he noticed a bright green light behind him. From outside the solar system appeared dozens of Green Lanterns; every one that had escaped the death of Oa, plus any other Lantern that had joined them on their way to Earth.

The Lanterns used their rings to bring the injured Leaguers and crippled ships back to the Watchtower, while John Stewart was approached by Kyle Rayner.

"You're alive!" said John.

"Which is more than I can say for Oa." Replied a somber Kyle.

John's face grew serious. "What's the plan?"

"We're gonna use every bit of power we have left in our rings; we'll take one last shot at the android."

John was taken aback. "A blast like that could destroy half the planet."

Kyle looked down at Earth, a grim resolve in his posture. "Half a planet is better than none."

…

 **Watchtower**

J'onn, having heard the conversation between the Lanterns via John's communicator, sighed.

"It's the only way."

Dr. Fate scoffed. "Those words are always used to justify destruction."

The Martian turned. "We can only guess how much power the android has amassed as it's made its way across the galaxy. It has to be stopped, Fate! Here and now; not just for the sake of this world, but for all worlds."

Dr. Fate floated into the air, disappointed. "Then for the sake of all worlds, I will continue to seek a better way."

Then, with a purple ankh appearing behind him, Dr. Fate vanished.

…

 **Metropolis**

"Why do you hate Luthor so much? Why do you want to kill him?" Chromastone had heard of what Luthor had done from the mouths of the founding members, but he wanted to hear Amazo's opinion on the matter.

 _ **He used me; he tricked me into stealing for him, and attacking people for him. For that, he will die.**_

"Okay, I get it, Luthor is scum and won't be getting any mercy when he goes to meet his maker. But why are you the one who gets to play executioner? He used you, sure, but did he hurt you, or someone you cared about? You really want to kill someone just because he hurt your feelings?"

Amazo stared at him. Chromastone figured that was the closest the android came to blinking.

 _ **He has done much harm to this world, all for his own personal gain. He must be stopped.**_

"If you haven't heard, he's dying already; that cancer of his will kill him sooner or later, and he'd watched by both the government and the League. He can't even sneeze without someone knowing about it. He isn't a threat anymore."

Amazo shook his head; he was determined to exact his revenge. Chromastone decided he needed a different approach.

"Okay, even if you do kill Luthor, what are you going to do next?"

 _ **What do you mean?**_

Chromastone sighed. "I mean, what are you going to do with yourself? Do you have a plan, or a goal? Or are you just going to sit on your butt until the end of time?"

The android looked down, lost in thought.

 _ **I… I do not know. But I have a question for you.**_

"Okay, shoot."

 _ **You asked me if Luthor had hurt me or someone I cared for.**_

"Yeah?"

 _ **What would you have done if that had happened to you?**_

Chromastone crossed his arms. "I don't have wonder what I'd do; I've been there."

 _ **What?**_

"One of my villains back home attacked my family; he killed them all."

 _ **And did you kill that villain?**_

"No, I didn't."

 _ **Why not?**_

Ben had asked himself that same question many times. Why hadn't he killed him?

"Because it wouldn't have brought back what was taken from me; will killing Luthor honestly make you feel better?"

Amazo walked over to the barber shop; Chromastone made no move to stop him as he placed his hand against the door. Time seemed to stretch as Amazo reached his decision.

…

The Green Lanterns, led by John Stewart, flew down towards Metropolis with vengeance as their goal. They saw the android next to Chromastone, and John wondered why he wasn't fighting. Had Amazo done something to keep him from moving? John gritted his teeth at the thought of another friend getting attacked by that monster.

Before the Corps could attack, a giant purple ankh appeared in front of them, as did Dr. Fate.

"Wait," asked Fate, "please. The android's nature has proven benign before; I believe that it will again."

"Benign?" Asked John incredulously, "You call destroying Oa benign!?" John, as well as the rest of the Corps, charged up their rings and aimed at the Doctor.

"If you do this," Fate explained, "you will ruin any chance Ben has."

"What do you mean?" asked John, not surprised that Fate knew Ben's identity; he seemed to know everything.

"Ben Tennyson is saving the universe."

…

"Have you reached a decision?" asked Chromastone.

 _ **I have. I… will not kill Lex Luthor. His death would only satisfy my desire for petty revenge. But a new dilemma is before me.**_

"What's that?"

 _ **What will I do now? Killing Luthor was my only goal, and now I realize that it was a foolish desire. Why am I here, what is my purpose? I must know; can you tell me?**_

Chromastone shook his head. "You can't give another sentient being purpose for living, not really, anyway. You'll have to find out what your reason for existence is on your own."

Amazo looked down in disappointment.

"Still," continued Chromastone, "if you need advice every once in a while, I'd be happy to give it to you."

 _ **You would do that?**_

"Yeah, that's what heroes do; they help people."

 **…** ** _Very well; I will find my own purpose. I need only find a place to start looking._**

Amazo took a few steps away from Chromastone; that was all the Lanterns needed to see. Kyle Rayner picked up Chromastone and the unconscious Leaguers and moved them out of the way, while the others surrounded Amazo with charged power rings.

Before they fired, Dr. Fate appeared next to the android.

"Get out of the way!" Barked John.

"It's over," said Fate, as he turned to Amazo, "isn't it?"

 _ **Yes.**_

"He murders an entire world and it's over? Just like that!?" demanded an outraged John, "I don't think so."

 _'_ _Right, forgot about that,_ thought Chromastone. _That might be a problem.'_

 _ **I did not destroy Oa; I simply moved it to another dimension.**_

Everyone present, save for Dr. Fate, stared at the android. The Lanterns lowered their rings.

 _ **It was in my way.**_

"Then could you move it back?" asked John as calmly as he could.

Amazo's eyes glowed.

 _ **Done.**_

The android turned to Chromastone.

 _ **Like Luthor, your friends have done nothing to warrant the harm I have wrought upon them. I shall undo that mistake.**_

Amazo's eyes glowed once again. In space and on the ground, all injured Leaguers found themselves healed, and repair crews on the Watchtower found two-dozen undamaged Javelins.

"Thanks." Said a grateful Chromastone, as he helped Wonder Woman to her feet.

Dr. Fate looked up at the eight-foot-tall android. "I can help you on your journey; in your search for meaning."

 _ **Help me? Why?**_

"Because like Chromastone, helping people is my purpose."

 **…** ** _I accept your offer._**

Fate nodded, and a purple ankh appeared behind them both. In a flash of light, they disappeared.

…

"Well, that went well. I'm glad I didn't have to step in." The Stranger chuckled from his spot on a rooftop before he summoned another blue-black portal and slipped through it, satisfied with what he'd seen.

…

After thanking Ben, who had transformed back into his human form from lack of power, the Lanterns returned to Oa, save for John.

"Thanks for what you did, Ben." The Lantern wasn't actually looking at Ben as he talked; rather, he stared out at Metropolis from roof of the building they'd moved to. John and Ben had been joined by the ground team, who had been surprised at Ben's true form since many of them hadn't known his secret identity.

"Eh, no problem; saving the day is old hat for me."

"So," asked Green Lantern, smirking at Ben's comment, "you gonna join the rest of the League in celebrating our first mission with everyone together?"

Ben turned his head and smiled at a certain blond Kryptonian heading his way. "Maybe later, John; I've got a dinner date first."

…

 **The Tower of Fate**

Dr. Fate and Amazo appeared inside of the main room of Fate's tower. The android looked around at the strange, mystical artifacts and books lining the walls. They were approached by a woman wearing blue pants and a yellow blouse, her black hair tied in a ponytail.

"We have another guest, Inza," Fate said to his wife, "would you prepare a place for him?"

"Of course, Kent." Inza turned to Amazo with a smile. "Welcome."

Amazo was a little taken aback. Never had he been greeted so cordially before. He found himself liking the experience.

"Are you all right?" Inza asked her husband.

"I am fine," Fate replied, "although there was a moment when I actually thought that John Stewart was going to attack me."

"Oh, I don't know about that," the three turned to see a woman approach them. She had orange hair, striking green eyes, and white wings on her back.

"His bark is a lot worse than his bite." Finished Shayera Hol.


	12. Familar Faces

**BEN 10 DOES NOT BELONG TO ME, NOR JUSTICE LEAGUE UNLIMITED! IF IT DID, I'D BUILD MY OWN WATCHTOWER AND BE A SUPERHERO MYSELF!**

 **Um… hi everyon-wah! (Does a ridiculous dance while dodging plasma blasts, ice beams and the occasional kitchen sink) ALRIGHT, ALRIGHT, I GET IT! YOU'RE ALL UPSET ABOUT THE LONG WAIT AGAIN, I KNOW!**

 **I really am sorry about the wait, but realities like job hunting and daily duties take priority over leisure. But now that I have some free time, here's the next chapter. Enjoy!**

 **(Ducks under Omega beams) What the -HEY! I SAW THAT, DARKSEID! DON'T MAKE ME WRITE YOU INTO A BALLERINA SWINGING POM-POMS AROUND! I'LL DO IT, I SWEAR!**

Ben 10: Unlimited

Chapter 12

Fitting In: Part 3

Familiar Faces

"Happy Birthday, Ben!"

Ben smiled at the friends who'd decided to stop by his house and throw him an impromptu birthday celebration. Diana, Wally, Clark, John, and of course Kara had all come to see him.

"Thanks guys; it means a lot to me that you're all here." Ben actually struggled to keep tears from falling.

"Hey, no problem," said Wally West as he threw an arm over Ben's shoulder in a comradely fashion, "after all, you only turn nineteen once."

Ben was going to reply, but Kara walked up and kissed him, causing his mind to draw a blank. Wally only smirked.

The heroes had been hanging out for some time, when they received a call from the Watchtower, which was answered by Clark.

"Is it a world-saving crisis, Batman?"

"It might be." Came the voice of the Dark Knight, "At any rate, Dr. Fate asked me to contact you."

The others tensed; it had only been a couple of week since the Amazo incident, and Fate had been the android's supervisor. If Fate was calling them…

"Did Amazo decide to destroy the world or something?" asked Ben. It might have been his birthday, but if he was needed, he'd be there.

"Fate said that something has come to Earth from another universe," said Batman, "sound familiar?"

Everyone present froze; the other heroes looked a Ben, who had a thoughtful expression on his face.

"Hey Bats," asked Ben, "Did Fate say if this person or object was from _my_ universe?"

"He didn't, but he said that he could show us an image of what appeared, and that he wanted the opinion of someone who's been to other universes."

Ben looked at his friends, who nodded at him, as if to tell him that they would support him if he needed the backup. He returned the gesture.

"Okay, I can get brought up now; everyone else needs to get sent to their rooms to get into costume."

As Ben started to move to another room to grab his jacket, he felt a hand on his shoulder; he turned to see Kara with a sad expression.

"Sorry something like this had to happen on your birthday, Ben."

Ben shrugged. "It's no big deal; I'm so used to something freaky happening to me, I'm almost disappointed when it doesn't."

A sly smile appeared on Kara's face. "What about when it's just us?"

A similar smile appeared on Ben. "You're the exception; I'm never disappointed when it's just us."

Blushing, but still keeping the smile, Kara gave Ben a quick kiss before he was teleported away.

…

 **Watchtower**

"I have no idea what it is," said Fate as the heroes assembled in front of him; Ben was the only one not in costume, since everyone present knew his identity, "but the amount of power that it displayed as it entered our universe was staggering."

"If you could sense power like that, how come you didn't sense Ben when he came into our universe?" asked Flash, "I mean, the kid's got a lot of power."

Fate shook his head. "Ben's power comes from technology; this being wields natural, mystic energy, which I am attuned to."

Ben nodded. "Okay, so we know it's got power, but Batman said that you could show us what it is; if it is from my universe, I might be able to recognize it."

Fate nodded and raised his hands; purple light surrounded the space in front of him as he chanted.

" _Wohs su eht gnieb morf rehtona esrevinu!"_

A mirror appeared in front of them, with the form of the extra-universal being coming into focus. Ben stiffened as he recognized the creature. He started to sway from the shock, before Supergirl brought him over to a chair.

"I think that answered the question if Ben would recognize it." Said Flash.

"Are you okay, Ben?" asked Wonder Woman.

Ben blinked a few times, then shook his head as if to clear it. "Sorry, I was just a little surprised; I didn't expect to see one of those here."

Supergirl turned back to the image. "So what is it?"

"That," said Ben, gesturing to the picture of a humanoid female with purple skin and hair that seemed to be made of pink light, "is an Anodite."

"Is that bad?" asked Green Lantern.

Ben took a deep breath, then exhaled; he was getting over the shock of seeing an Anodite, but it still brought back some unpleasant memories.

"It really depends on the Anodite in question; some are good, some are bad, but they all share an insatiable curiosity. They're free-spirited wanderers."

"Are they dangerous?" asked Batman; he didn't like the idea of something that scared Ben running loose on Earth, even if it wasn't evil.

"Again, it depends on the Anodite." Replied Ben, "But they are powerful; probably in the top ten most powerful beings in my universe."

The others stared at him in shock; they'd seen what Ben could turn into, and the way he'd said it made it seem like an Anodite was more powerful than anything he could become.

"What are their capabilities?" asked Batman, his analytical mind trying to discover an exploitable weakness.

"Honestly?" said Ben, "I've never seen what they can really do. I know that they can manipulate Mana, the life-energy in my universe, and they can use it to do anything they want; they can even alter reality, to an extent. As long as there's Mana available, the only thing that can stop an Anodite is another, more powerful Anodite."

Flash gulped nervously. "Okay, so we've just gotta hope that it's a friendly Anodite."

Ben nodded. "Yep."

"Where is the Anodite now?" Superman asked Fate.

Fate, after dispelling the image, looked up for a moment, his eyes glowing. "Gotham City, near the docks; that is the closest nearest I can narrow the search area."

Superman nodded. "It'll do; Batman, you know the area best, so you'll lead the team. Ben, Lantern, Supergirl and I will go with you."

"Uh, guys?" everyone turned to Ben. "We don't want to spook an Anodite; she might attack if we do."

"Got it," said Supergirl, "no scaring the purple alien."

The heroes went to the teleporter pad as Ben transformed into Diamondhead. A flash of light later, and they were gone.

…

 **Gotham City**

The team appeared at Gotham's docks and cautiously spread out; Diamondhead had been designated spokesperson if the Anodite was discovered. Hopefully, the Anodite would be in a talkative mood.

As they searched, Supergirl worried about her boyfriend; he hadn't seemed scared of the Anodite, more like he'd seen a ghost. Maybe he'd had an Anodite friend who'd died, or something.

Diamondhead slowly pushed open the doors to a warehouse, entering with caution; after his experience with Sunny, he really did not want to get on the bad side of an Anodite. He froze when he heard a noise; it sounded like a sigh. Squinting, Diamondhead could faintly make out a pinkish glow.

"Uh, hello?" he called out softly, "Excuse me, Miss Anodite? Do you think you could come out and talk?"

From around a large crate floated the Anodite. She hovered over him for a moment, before lowering herself to his eye-level. Superman and Supergirl, having heard the sigh thanks to their super-hearing, gathered Lantern and Batman and slowly entered the same building. Diamondhead heard them enter and made a gesture behind his back to stop them from doing anything rash.

The Anodite kept her eyes locked onto Diamondhead's for another moment, then looked down at the Ultimatrix symbol. Slowly, she reached out and put a finger against the dial. In a flash of violet light, Diamondhead was changed back into Ben, who looked down at himself in shock.

 _Didn't expect that_ , he thought. He also didn't expect the Anodite to throw her arms around his neck.

"Hello Ben!" she exclaimed, "Happy Birthday!"

The other heroes were startled and confused, with Supergirl having the added emotion of anger. Ben, on the other hand couldn't believe it. That voice…

" _Grandma?_ "

…

 **Watchtower**

After confirming that the Anodite was not a threat, the team plus one were teleported back to the briefing room of the Watchtower, where they were rejoined by Flash, Wonder Woman and Dr. Fate.

"So, Ben," said Supergirl, "you have an alien grandma?"

The Anodite smiled, still giving Ben a one-armed hug as they sat next to each other. "That's right; I am Verdona, Ben's grandmother. How do you do?"

"And you never told us that you had an alien grandma because…?" asked Green Lantern.

"Because she disappeared over two years ago." Ben replied curtly. The fact that he wasn't exactly happy to see his grandmother was a mystery to the other Leaguers; after losing everyone else, they thought he'd be ecstatic to see a living relative.

"Oh Ben, you know that Anodites don't spend too much time in one place, and besides," Verdona said, her smile dropping slightly, "I sent messages."

"Yeah," said Ben bitterly, "to Grandpa Max, to Gwen, even Kevin and Julie; but not to me." Then his eyes narrowed. "But you weren't there when they needed you the most; you weren't even there after they died!"

Verdona's smile fell completely as her arm dropped to her side. She looked at her feet. "I tried to help, Ben, but by the time I received Gwen's call for aid, it was already too late. I'm sorry that I wasn't there for you; I was so caught up in grieving for my husband, children and grandchild that I… I…"

"You forgot about me." It wasn't a question so much as a statement.

"I am so sorry, Ben." Verdona's voice had fallen to a whisper. She stood up, turning her back to her grandson. "After I came to my senses, I tried to find you through the Mana-Stream, but you weren't there. You'd disappeared off the face of the universe. I've spent months searching universes, trying to find you. I was starting to believe that I would have to live with these regrets forever."

Ben blinked; deep down, he knew that his grandmother loved him, but she'd always given more attention to Gwen, since she'd inherited the powers of an Anodite. But after Gwen died, she'd spent months trying to find her grandson. Suddenly, Ben didn't feel so bitter towards her; she'd been grieving just as much as he had, maybe even more so. He stood up and walked over to Verdona, and gently turned her towards him.

"Hey," Ben said as he wrapped his grandmother in a hug, "it's okay; you were sad, I get it. I'm sorry that I snapped at you; I guess after a while, I thought that you didn't care."

Verdona shook her head, even as she buried her face into Ben's shoulder; violet streams of Mana poured from her eyes.

"I realize that I must have made you feel forgotten, and for that, more than anything, I am sorry about. I just thought that if I kept talking to you, you might be resentful of never inheriting the same powers as your cousin." She lifted her head again. "I promise that I will talk to you more often, Ben; that is, if you forgive me?"

Ben smiled, even as tears of his own started to form. "Grandma, I was never resentful about that; I could turn into aliens with super-powers before Gwen even realized where her powers came from." He hugged her again. "And I forgive you, even though I don't think that you needed to be sorry."

A small cough broke the moment, and both turned to see the other Leaguers staring at them with mixed expressions. Flash looked a little bemused, while Batman merely raised an eyebrow. Superman and Green Lantern had small smiles on their faces, while Wonder Woman and Kara had tears in their eyes from the whole exchange. The reunited relatives separated, a little embarrassed.

"So," said Superman, after composing himself, "we can establish that you are not here for hostile purposes?"

Verdona smiled. "Of course not." Then her smile turned into a frown. "Unless someone has hurt my grandson, in which case you may consider me _very_ hostile."

"Grandma," whined Ben, "I can take care of myself!"

The Leaguers, minus Batman, shared a laugh at Ben's reaction. Flash raised his hands in a placating gesture.

"Don't worry, ma'am," he said, "we've been taking good care of the kid."

Ben turned to him. "I'm sorry, who busted who out of an alien prison a while back, then helped you save the world?"

Verdona smiled at him. "Ah, Ben; sent to another universe and you still save the world. I am so proud of you."

Ben smiled back; he'd never gotten much praise from his grandmother, so he treasured whenever it happened. "Thanks, grandma."

Verdona snapped her fingers. "Oh! In all the excitement, I almost forgot your birthday presents!"

"What?"

"Well, I've missed a lot of your birthdays, Ben; I've got to start making up for that!" Verdona held out her hand and adopted a look of concentration. After a moment, a violet crystal formed in her palm, and she held it out to Ben.

"This is a Mana-crystal," she explained, "and it's connected to me; all you have to do is speak while holding it, and I'll be able to talk to you or visit if you need me, within twenty-four hours."

"Wow, Grandma," said Ben as he accepted the crystal and put it into his pocket, "thanks!"

"Oh, it gets better," said Verdona, tracing a circle in the air, which became violet-colored, "I promised a friend of yours that I'd bring him to you when I found you."

"A friend? Who…" Ben started to ask, as Verdona reached into the circle.

When she brought her arms back out, she was holding a small creature. It was black and had green circuitry covering its back; it had only one eye and two stubby legs on the front, with a slug-like rear. It looked at Ben and started to wag its rear like a tail.

"Ship, ship!" said the creature.

Ben stared, dumbfounded.

"Ship?" he asked tentatively. The wagging increased in speed as the creature jumped into Ben's arms.

"Ship ship ship!" cried Ship in joy. Ben had started laughing as he held the creature close.

"Hey, buddy! I thought I'd never see you again!"

"Uh, Ben?" asked Supergirl, "What is that?" Ben held Ship out to her; Ship actually jumped from Ben's arms and into Supergirl's.

"This is Ship," Ben explained to everyone, who'd been staring at the odd display, "he's a Galvanic Mechamorph Symbiote." He sighed as he saw the blank looks he was getting. "He's an Upgrade, but like a dog."

"Ship ship ship!" said Ship indignantly.

"Right, sorry," apologized Ben, "he's a lot smarter than a dog and he has the same powers as Upgrade, plus he can do other stuff that I can't do as Upgrade."

"Aww," gushed Supergirl, "he's so cute!"

"Ship ship!" Ship started nuzzling Supergirl's neck; he liked it when people complimented him.

"Why is he called Ship?" asked Green Lantern, "Besides the fact that that seems to be the only word he knows."

"Uh, that's kind of a long story." Ben turned to Verdona. "Where did you find him? I thought he'd died when Julie…" he trailed off.

"Ship, ship." Said Ship mournfully. Supergirl patted his head consolingly.

"I found him in the wreckage of your house after you'd disappeared," explained Verdona, "but he was very weak. I nursed him back to health, and after he got better, he wanted to find you. I suppose that after Julie was gone, you were all he had left."

Ben walked over to Ship and started petting his head; in a few moments, Ship fell asleep in Supergirl's arms.

"Can we keep him?" asked Supergirl.

"I don't see why not," said Ben, "he could be a great help with all the technical stuff on the Watchtower."

Ship's head snapped up at the mention of technology; he jumped out of Supergirl's arms and rushed through the door.

"Ship ship ship!" he cried happily.

"Hey, Ship, come back here!" Ben ran after his friend, followed by the rest of the heroes, all of whom were laughing, save for Batman.

"Just a moment, Supergirl." Said Verdona. Supergirl, who was the last one out, turned.

"Yes?"

"Do you suppose that I could speak with you for a moment?"

Supergirl shrugged. "I guess so."

Verdona smiled and sat in a chair, gesturing for Supergirl to do the same with an adjoining seat. After they got comfortable, Verdona leaned in close.

"So, how long have you been dating my grandson?"

Supergirl reeled back. "How did you…?"

Verdona laughed. "Oh, a grandmother knows these things, my dear." Then she shrugged. "Plus, I could sense the emotions the two of you have regarding each other. Though I must say, I've never seen a human like you before."

"That's because I'm not human," explained Supergirl, "I'm Kryptonian; we just happen to look exactly like humans."

"Huh," said Verdona, "that's weird. Evolution took a bit of a lazy turn with that, I guess."

"Hey!"

"Oh, relax, dear, I'm only teasing." Verdona's face grew serious. "But you didn't answer my question."

"Oh right." Kara straightened her back. "Almost two months."

Verdona nodded. "I can tell that he's happy, as are you." She looked Kara in the eye for a moment, before giving her a gentle hug. "Thank you." She whispered.

Kara was confused. "For what?"

"I spoke to Julie several times before she died," explained Verdona as she let go, "and from what I could tell, she and Ben were very much in love. For her to be taken away like that… Well, I had decades with Ben's grandfather, while Ben only had three years. I'm just glad that he was able to find that kind of love again."

Kara smiled. "I'm just glad that he's feeling better."

Verdona shook her head. "It was more than just helping him feel better; you saved him, my dear, even if neither of you realize it. For that, and for filling my grandson's heart with love, you have my deepest thanks."

The conversation was interrupted when Ben came back into the room, carrying Ship.

"Sorry," said Ben, "Ship decided to merge with a refrigerator in the cafeteria and was spitting defrosting chicken at people."

"Ship ship!" said Ship, pleased with himself.

"You know, you don't have to throw things at people; you should know that's rude!" admonished Ben.

Even though he didn't have a very expressive face, Ship seemed to be sticking his nonexistent tongue at Ben. Ben rolled his eyes before turning to the two women.

"So, what'd I miss?" he asked.

"Oh, nothing." Said Kara, "Just some girl-talk." Then she wrapped her arms around Ben's neck and gave him a long kiss.

"Ship?" Ship asked Verdona.

"Oh hush, you." she replied, "This is cute."

After another few seconds, Kara broke off the kiss. She walked out the door, but not before giving Ben a wink. Ship, having squirmed out of Ben's arms, followed his new friend.

Ben, having temporarily lost the gift of coherent thought, merely said, "Uh…"

Verdona placed a hand on Ben's shoulder. "She's a good one."

Ben nodded. "Yeah, she is."

"I'm happy for you, Ben." Verdona gave her grandson another one-armed hug. "It's not often that someone finds true love twice in one life." Then she released him. "Well, it's been a blast, but I really must be going."

"What?" asked Ben, "But you just got here!"

Verdona sighed. "Ben, I have responsibilities back home, even if they are self-appointed ones, and I can't let go of them; don't worry though, I'll visit as often as I can. While I'm back in our universe, I'll check on Earth; I'll see how things are going since you left."

Ben smiled. "Thanks Grandma."

With a flash of violet light, Verdona vanished. Ben pulled the Mana-Crystal out of his pocket and stared at it for a moment, before Superman's voice emerged from a nearby communication panel.

"Uh, Ben, Ship just found his way into the Javelin bay, and…"

Ben's head snapped up. "Got it, I'm on my way." He turned into XLR8 and rushed off, a smile underneath his visor.

Things just kept getting better and better.

 **So, yes, I'm still keeping Verdona and Ship in, just like in the original chapter. I wish I had a sentient techno-blob capable of turning into a warship. Think of all I could get away with, MWAHAHAHA!**

 **Ben: Great, there he goes again. Wait a-why am I speaking outside of my own story!?**

 **Why not? I thought I'd try something different, see what people think. You don't like it?**

 **Ben: I'm not really sure yet. It's just kind of weird right now.**

 **Kara: I think it's kind of cool. Hey, audience! How's it going!?**

 **Flash: Nice! I get more screen time with my adoring public.**

 **You mean the people who like laughing at your role as comic relief? I suppose they do get a gas over your goofiness.**

 **Flash: HEY!**

 **Next time on Ben 10: Unlimited – "Ultimatum"**

 **Ben: Well, that sure sounds ominious…**


	13. Status Update

The Reason for the Lack of Updates.

I'm sorry that I haven't been working on this story like I know most of you want me to, but unfortunately, complications, issues, and my own frustrations for things in the real world have left me without any time to write. When I get the chance to sit down again, I will be back to writing again.


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